EXHIBIT 10.30
XTRA-GOLD EXPLORATION LIMITED
AMENDING OPTION AGREEMENT
October 19, 2006
To: Adom Mining Company Limited
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Dear Sirs:
RE: Option Agreement relating to Edum Banso Mineral Property
This option agreement (the "Amending Option Agreement") sets out the terms and
conditions upon which the Option Agreement (as defined below) is to be amended
by Adom Mining Company Limited ("Owner") on the one hand and Xtra-Gold
Exploration Limited, originally called Canadiana Gold Resources Limited
("Xtra-Gold") on the other hand.
It is intended and agreed that, when executed by all parties, this Amending
Option Agreement will, in consideration of the representations, promises and
mutual covenants and agreements herein set forth, constitute a binding agreement
between the Owner and Xtra-Gold and amend the terms of a certain Option
Agreement -between the parties dated 17 October 2005 (the "Option Agreement").
RECITALS:
(a) The Owner is vested with and holds a 100% right, title and interest
("Interest") in and to a certain mineral concession situated in the
Edum Banso area of the Western Region of Ghana (the "Property")
pursuant to a prospecting licence dated 8 May 1991 (the "Licence")
issued by the Government of Ghana under the Minerals and Mining Law,
1986 (P.N.D.C.L. 153) (the "Mining Law"). The Interest held by the
Owner in the Property is subject to various interests and rights held
by the Republic of Ghana pursuant to the Mining Law.
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Accra, Ghana East Legon, Accra, Ghana
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(b) Pursuant to the Option Agreement, the Owner granted to Xtra-Gold, and
Xtra-Gold accepted, an exclusive right and option (the "Option") to
acquire the Interest held by the Owner in the Property upon the terms
and conditions set out in the Option Agreement. As at the date of the
Option Agreement the Licence was due for renewal and the Minerals
Commission had indeed recommended same for renewal subject to the legal
requirement to shed-off part of the licence area which was thereby
reduced from 39.65km2 to 20.60km(2.).
(c) By a letter dated 21 July 2006 the Minister of Lands, Forestry and
Mines (the "Minister") granted a renewal of the Licence over an area of
20.60km2 and extended the period of its validity for two (2) years up
to 20th July 2008.
(d) While the Option Agreement remains binding upon the parties and confers
upon Xtra-Gold the right to acquire the Interest held by the Owner it
is necessary to effect an amendment to the Option Agreement to
acknowledge the reduced licence area and also effect consequential
changes in the description of the Property as contained in Schedule B
to the Option Agreement.
NOW THEREFORE, THIS AMENDING OPTION AGREEMENT WITNESSES that in consideration of
the recitals and of the mutual covenants herein contained the parties agree and
declare as follows:
1.0 REPRESENTATIONS AND WARRANTIES
1.1 Each of the parties represents and warrants to the other:
(a) That it is a company duly incorporated and in good standing to
conduct business in Ghana and that its officers have the right
and authority to enter into this Amending Option Agreement,
and that all requisite authorizations for the proper execution
of this Amending Option Agreement have been obtained;
(b) That it is not carrying on business in insolvent
circumstances; and
(c) That it does not enjoy any right of immunity from lawsuit,
judgment, execution on a judgment, attachment or other legal
process in respect of any obligations under the Option
Agreement as amended by this Amending Option Agreement.
1.2 Each party acknowledges that this Amending Option Agreement when duly
executed constitutes valid and binding obligations imposed upon it in
accordance with the terms herein.
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1.3 Neither the execution and delivery of this Amending Option Agreement
nor any of the agreements referred to herein or contemplated hereby,
nor the consummation of the transactions hereby contemplated, will
conflict with, result in the breach of or accelerate the performance
required by any agreement to which it is a party nor violate or result
in the breach of any laws or of its constitutional documents.
1.4 The Owner hereby represents and warrants to Xtra-Gold that its Licence
is valid and in full force and effect and no other person, other than
the Government of Ghana, has any interest or rights in the said Licence
or in the Property or in the minerals therein.
2.0 AMENDMENTS TO OPTION AGREEMENT
(a) The Owner and Xtra-Gold hereby acknowledge and affirm that
notwithstanding any provision to the contrary in the Option Agreement
the size of the licence area referred to as the Property shall be the
area of 20.60km2 covered by the renewal granted by the Minister in the
letter dated 21 July 2006. Consequently the description of the Property
in Schedule B to the Option Agreement shall also be amended to read as
follows:
SCHEDULE B ABOVE REFERRED TO
All that piece of parcel of land containing an
approximate area of 20.60 square kilometers lying to the
North of Latitude 5(degree)0"0" and to the South of
Latitude 5(degree)3"59" 5(degree)3"55" 5(degree)4"33"
5(degree)4"27" 5(degree)1"53"5(degree)1"49"; East of
Longitude 1(degree)54"40" 1(degree)54"15" 1(degree)54"3"
1(degree)56"0" 1(degree)55"27" 1(degree)55"5"; and to the
West of Longitude 1(degree)53"48" in the Mpohor Wassa
East District of the Western Region of the Republic of
Ghana which piece or parcel of land is more particularly
delineated on the plan annexed hereto for the purposes of
identification and not of limitation.
(b) The Owner and Xtra-Gold further agree that notwithstanding any thing
contained in the Option Agreement, Xtra-Gold shall have the right at it
own election and without prior consent of the Owner to assign, or
transfer this Agreement and the Option to any affiliate or third party
or to enter into a joint venture in respect of same provided that any
assignment, transfer or joint venture by Xtra-Gold shall be subject to
agreement by the assignee, transferee or joint venture partner to be
bound by the terms of this Agreement and may be further subject to
obtaining any regulatory approval as may be required by relevant
governmental authorities.
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3.0 MAINTENANCE OF LICENCE
The Owner shall keep the Licence in good standing during the currency
of the Option and provide copies of all notices from government
agencies in respect of the Licence to Xtra-Gold, including tax notices
and renewals.
4.0 NOTICE
Any notice, direction or other communication required or permitted to
be given hereunder will be given to all parties and shall be deemed to
be sufficiently given if it is delivered or sent by telex, facsimile
transfer or some other similar form of telecommunication. Any such
notice, direction or other communication will, if delivered, be deemed
to have been given and received on the next business day following the
day on which it was so sent. A business day will mean a day upon which
banks in Ghana are open for the transaction of business. The parties'
addresses for notice are as follows:
For Xtra-Gold Exploration Limited:
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For Adom Mining Limited:
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5.0 FURTHER ASSURANCES
The parties agree and undertake to execute any other documents to give
effect to or clarify the intent of this Amending Option Agreement as
may be reasonably requested by a party.
6.0 CHANGES IN AGREEMENT
The Option Agreement, as amended by this Amending Option Agreement,
embodies the entire agreement between the parties as to the subject
matter hereof. No alteration or variation of any of the terms or
conditions of the Option Agreement as amended by this Amending Option
Agreement shall be of any force or effect unless it is recorded in
writing and signed by the parties hereto. No latitude, indulgence,
consent or forbearance or any similar act by either party in enforcing
any provision of this agreement shall constitute a variation or
novation of this agreement or a waiver of or estoppel in respect of its
rights in terms of this agreement.
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7.0 GOVERNING LAW
This Amending Option Agreement shall be governed by the laws of Ghana.
8.0 ENTIRE AGREEMENT
The Option Agreement as amended by this Amending Option Agreement
constitutes the entire agreement among the parties and supersedes every
previous agreement, communication, expectation, negotiation,
representation or understanding, whether oral or written, express or
implied, statutory or otherwise, among the parties with respect to the
subject matter hereof.
EXECUTION BY COUNTERPARTS
This Amending Option Agreement may be executed in any number of counterparts
(including counterparts by facsimile) and all such counterparts taken together
shall be deemed to constitute one and the same instrument.
The foregoing truly represents our agreement in this respect, and we agree to be
bound by and comply with the terms thereof.
Yours faithfully,
/s/ Alhaji N. Abudulai
For: Xtra Gold Exploration Limited
Name: Alhaji N. Abudulai
Position: President
Witness: /s/ Fah Caliph
The foregoing truly represents our agreement and we agree to be bound by its
terms.
/s/ ▇. ▇. ▇▇▇▇▇▇
For: Adom Mining Limited represented
by its Lawful Attorney
Name: ▇. ▇. ▇▇▇▇▇▇
Witness:
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