ADDENDUM - MASTER OPTION AGREEMENT
Execution
Copy
EXHIBIT 10.20
ADDENDUM - MASTER OPTION
AGREEMENT
THIS ADDENDUM is made as of the
30th
day of July, 2010 (the “Addendum”)
Between:
LACUS MINERALS
S.A.,
a
corporation formed under the laws of Argentina
(hereinafter
called "Lacus")
- and
-
a
corporation formed under the laws of Nevada
(hereinafter
called "LI3")
RECITALS
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(a)
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Lacus
and LI3 have entered into a certain Master Option Agreement dated as of
Mach 12th,
2010 (the “Master
Option Agreement”), pursuant to which Lacus granted to LI3 three
options to acquire up to an aggregate of eighty five per cent (85%)
interest in certain mining Properties (as defined under the Master Option
Agreement).
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(b)
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Section
12 of the Master Option Agreement sets forth that closing
thereunder shall take place, upon completion of the closing conditions
foreseen thereto, no later than 90 calendar days following the Effective
Date (as defined under the Master Option Agreement), subject to any
extensions that may be granted in by LI3 or as the Parties may otherwise
agree in writing.
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(c)
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LI3 and the shareholders of Lacus (“Lacus
Shareholders”) have entered as of July 29th, 2010 into a certain Letter of Intent
(the “LOI”), whereby LI3 and Lacus
Shareholders have set forth their preliminary and non-binding
understanding of certain commercial terms and conditions of a proposed
transaction that includes the acquisition by Li3 of one hundred
percent (100%) of the issued and outstanding shares of Lacus (collectively, the "New
Transaction") that
they intend to address in final definitive agreements (collectively the
"Definitive
Agreements") to be
agreed by LI3 and Lacus Shareholders, subject to legal, technical and
financial due diligence.
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(d)
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In the light of the foregoing,
Lacus Shareholders have agreed under the LOI, to cause Lacus to
execute this Addendum, in order to postpone Closing Date of the Master
Option Agreement, until there is a definition in regards with the New
Transaction.
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(e)
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In
addition to the amendment referred to in Recital
(d), Lacus Shareholders have agreed under the LOI to cause Lacus to
execute this Addendum, in order to foresee: (i) the disclosure by Lacus to LI3 of the available results on new samples taken; and
(ii) a split of the current “Services Agreement II” into two
services agreements.
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NOW THEREFORE THIS ADDENDUM WITNESSES THAT, in
consideration of foregoing, and intending to be legally bound by the terms set
forth hereof, the Parties agree as follows.
Capitalized terms used in this Addendum but not defined herein, have the meanings given to such
terms in the Master Option Agreement.
SECTION 1 -
POSTPONEMENT OF
CLOSING
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1.1
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Postponement
and Suspension of Closing. The Parties hereto agree to postpone and
suspend the closing under the Master Option Agreement, and thus Closing
Date thereof, until the earlier of:
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(a)
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Delivery
of written notice to the Parties hereto by any of the parties to the New
Transaction, notifying that the term of the LOI has expired; with the
parties thereto failing to reach an agreement
thereunder.
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(b)
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Delivery
of written notice to the Parties hereto by any of the parties to the New
Transaction, notifying that the LOI has been terminated; with the parties
thereto failing to reach an agreement
thereunder.
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(c)
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Delivery
of written notice to the Parties hereto by any of the parties to the New
Transaction, notifying that the parties thereto have entered into
Definitive Agreements.
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1.2
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Term
to Close. Upon receipt by the Parties hereto of written notice in
the terms and conditions established in Section
1.1 hereof, the commercial relationship between the Parties under
the Master Option Agreement will be reassumed, and closing thereunder
shall be completed on the terms and conditions set forth thereto, no later
than fifteen (15) calendar days following the day of receipt of such
written notice, subject to any extensions that the Parties may otherwise
agree in writing.
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SECTION 2 –
RELEASE OF THECNICAL
DATA
It is the intention of the Parties that,
as of the date hereof, Lacus disclose and provide to LI3 the available results on new
samples taken on the period comprised between the Effective Date and the date
hereof, in line with the terms and conditions set forth in the Services
Agreement I. Therefore,
Section
14 of the Master Option
Agreement is deleted in its entirety and replaced with the
following:
As of Effective Date Lacus will provide
to LI3 access to, or copies of, all existing data of the Properties, which will
(subject to the provisions of this paragraph) be held in confidence by the
LI3.
As of July 30th, 2010, or as soon as available if such
are obtained thereafter, Lacus will disclose and provide to LI3
the available results on new samples taken on the period comprised
between
the Effective Date and Closing
Date, in line with the terms and conditions set forth in the Services Agreement
I and Services Agreement II.
As of Closing Date Lacus will provide to
LI3, upon request, access to all reports, maps, sections, drill logs, essay
results, core, sample pulps, studies and all other records or data
(paper or electronic) and
physical samples or material with respect to all work performed on or
concerning, or extracted from, the Properties, to the extent the same are in the
Lacus’ possession or control (collectively, the “Properties
Data”). Each Party will be
entitled to take copies of all Properties Data from time to time. All existing
data, Properties Data and any other non-public information with respect to the
Properties and the activities of the Parties thereon generated pursuant to this
Agreement will be held in confidence, subject to the right of any party to
release any such information as required by applicable law or the rules,
regulations, bylaws, policies and listing agreements of any stock exchange upon
which the shares of a party (or any of its affiliates) are listed, including
laws, rules, regulations, bylaws, policies or instruments which require the
disclosure of such information in connection with completing a financing of a
Party or the filing of an annual information form of a Party. If a party (or any
of its affiliates) proposes to issue a press release or other public disclosure,
it will provide a copy of such disclosure to the other parties not less than two
(2) business days prior to the proposed release, filing or dissemination
thereof, and such parties will have the right to review and provide comments on
any such disclosure to the disclosing party. The disclosing party is obligated
to consider all such comments in good faith.
For purposes of this Section
14 and Section
18.3, all obligations
assumed by Lacus will be extended to Lacus’ personnel including though not
limited to directors, officers, employees, interns, agents, contractors,
subcontractors, advisors, consultants or representatives or its contractors,
subcontractors, advisors or consultants involved either directly or indirectly
in conducting or performing any exploration works in accordance with the terms
of Section
10 hereto.
SECTION 3 - SPLIT OF SERVICES
AGREEMENTS
It is the intention of the Parties
that the Services
Agreements II (as currently defined under the Master Option Agreement) is split
into two different Services Agreements, for US$1,688,000 and US$1,312,000, as
applicable. Therefore:
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3.1
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Section
4(c) of the Master
Option Agreement is deleted in its entirety and replaced with the
following:
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(c)
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Complete
a minimum of US$3,700,000.00, VAT
included, in Work Commitments in respect to the Properties through duly
incurring Expenditures in accordance with the Services Agreement I, II and
III (the "Work
Commitments"), to be incurred as
follows:
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(i)
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US$388,000.00, VAT
included, as of Effective Date, in line with the terms and conditions set
forth in the Services Agreement I;
and
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(ii)
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US$312,000.00, VAT
included, on
or before one month from Effective Date, in line with the terms and
conditions set forth in the Services Agreement I;
and
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(iii)
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US$237,000.00, VAT
included, on or before July 30th,
2010, in line with the terms and conditions set forth in the Services
Agreement II; and
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(iv)
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US$1,079,000.00, VAT
included, on or before August 15th,
2010, in line with the terms and conditions set forth in the Services
Agreement II; and
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(v)
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US$372,000.00, VAT
included, on or before August 31st,
2010, in line with the terms and conditions set forth in the Services
Agreement II, and
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(vi)
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US$1,312,000.00, VAT included, as
from the Closing Date until the anniversary of the Closing Date, as
requested by the Executive Committee, in line with the terms and
conditions set forth in the Services Agreement
III.
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3.2
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Section
10.1(c) of the Master Option Agreement is
deleted in its entirety and replaced with the
following:
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(c)
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Services
Agreements. For purpose of performing the exploration, the Parties
herby agree to enter into the Services Agreements detailed hereinbelow,
pursuant to which Lacus will perform certain exploration works in the
Properties during the First Exploration Phase, provided that no products
will be taken from the Properties during the First Exploration Phase
without LI3 consent, which consent is at the sole discretion of
LI3:
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(i)
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Service Agreement
I: (1) Term: to be
entered as of Effective Date, and for a period of 6 months thereon; (2)
Price:
payment of the amounts set forth in Section
4(c)(i) and 4(c)(ii)
(or any other amount that LI3 may fund at LI3’s sole option, within such
time-frame) will be made under the Service Agreement
I.
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(ii)
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Service Agreement
II: (1) Term: to be
entered as of July 30th,
2010, and for a period of six (6) months thereon; (2) Price: payment
of the amounts set forth in Section
4(c)(iii), 4(c)(iv)
and 4(c)(v)
(or any other amount that LI3 may fund at LI3’s sole option, within such
time-frame) will be made under the Service Agreement
II.
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(iii)
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Service Agreement
III: (1) Term: to be
entered as of Closing Date, and to terminate on the earlier of the: (A)
the expiry of the First Option Period, with the First Option not having
been duly exercised, (B) the other termination of this Agreement with the
First Option not having been duly exercised, and (C) in the event the
First Option is exercised by LI3; (2) Price: payment
of the amount set forth in Section
4(c)(vi) (or any other amount that LI3 may fund at LI3’s sole
option, within such time-frame) will be made under the Service Agreement
III.
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3.3
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General
Amendment. As a result of the amendment to the Master Option
Agreement pursuant to Section
3 hereof:
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(a)
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References
made in Section
1.1; 1.8(i);
and 12.4(a)
of the Master Option Agreement and Schedule
IX thereto, to “Services Agreement II” shall be deemed made to
“Services Agreement III”; and
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(b)
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Cross-reference
made in Section
1.1 – “Services Agreement II” to Section
10.1(c)(ii) shall be deemed made to Section
10.1(c)(iii).
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3.4
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Section
1.1 of the Master Option Agreement is amended by adding the
following new paragraph between the definitions of “Services Agreement I”
and “Services Agreement III” of the Master Option
Agreement:
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"Services
Agreement II"
means the services agreement to be entered into by and between Lacus and
LI3 as of July 30th, 2010,
pursuant to which Lacus will perform certain exploration works in the Properties
as detailed in Section
10.1(c)(ii) herein, in substantially the same form as the Services
Agreement I, including every schedule or appendix thereto, as amended in writing
from time to time in accordance with the provisions hereof and
thereof.
SECTION 4 - ESCROW AGREEMENT
As a
result of the amendment to the Master Option Agreement pursuant to Section
3 hereof the Parties hereto agree as follows:
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4.1
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Section
8 of the Master Option Agreement is deleted in its entirety and
replaced with the following:
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As of the Closing Date, the Parties
will enter into two escrow agreements in substantially the form attached hereto
as Schedule
"XII" (the "Lacus
Escrow Agreements") whereby LI3 shall place on such
date into escrow the aggregate sum of US$ 1,812,000.00, such aggregate sum to secure the
following payments:
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(a)
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US$1,312,000.00 to secure payments
set forth in Section
4(c)(vi) of this Agreement.
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(b)
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US$500,000.00 to secure
payments set forth in Section
4(b) of this Agreement.
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4.2
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Sample
of Escrow Agreement II
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(a)
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Section
1.1 of the sample of Escrow Agreement II attached as Schedule XII
to the Master Option Agreement is deleted in its entirety and replaced
with the following:
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1.1 Escrow
of Monies.
Simultaneously with the execution of this Escrow Agreement, LI3 shall deposit
with the Escrow Agent the amount of US$1,312,000.00, as determined pursuant to
Section
8(a) of the Master
Option Agreement.
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(b)
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General
Amendment:
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(i)
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References
made in Recital
(b) and (c)
and Section
9.7 of
the sample of Escrow Agreement II attached as Schedule XII to the Master
Option Agreement, to “Services Agreement II” shall be deemed made to
“Services Agreement III”; and
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(ii)
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Cross-reference
made in Recital
(c) of
the sample of Escrow Agreement II attached as Schedule XII to the Master
Option Agreement, shall be deemed made to Section
4(c)(vi).
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SECTION 5 – OTHER CLAUSES
The
Parties confirm that in all other respects, the terms, covenants and conditions
contained in the Master Option Agreement remain unchanged, and in full force and
effects, except as modified by this Addendum.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the
Parties have duly executed this Addendum to the Master Option Agreement as of
the day and year first above written.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇ | |
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▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer
(Legal Representative)
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LACUS
MINERALS S.A..
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: | President | ||