AMENDMENT
TO
STOCK EXCHANGE AGREEMENT
This Amendment to Stock Exchange Agreement ("Amendment") is
made and entered into this 26th day of November, 2010 to that
certain Stock Exchange Agreement dated the 9th day of February,
2010, ("Agreement") by and among Razor Resources, Inc., a Nevada
corporation ("Razor"), Compania ▇▇▇▇▇▇ ▇▇▇▇▇▇ del Sur S.A., a
Honduran company ("▇▇▇▇▇▇") and the sole Shareholder of ▇▇▇▇▇▇,
Mayan Gold, Inc., a Nevada corporation ("Mayan").
Whereas, Razor made certain covenants in the Agreement
concerning actions described in Sections 7.04 (c), (d),(e), and (f),
which actions were all required to be completed at various time, but
all before August 9, 2010 and none of which have been satisfied; and,
Whereas, the Agreement provides the remedy for a default of any
of the covenants contained in Section 7.04, but Mayan desires to at
this time to forbear from availing itself of those remedies in
consideration of entering into this Amendment.
Now, therefore, in consideration of the mutual promises and
covenants contained herein, the forbearance of remedies provided in
the Agreement, and other good and valuable consideration, the
parties agree as follows:
I. Paragraphs 7.04 (d), (e), and (f) are hereby amended to extend
the time for performance of the covenants described therein to the
date 90 days after the date of this Amendment.
II. Paragraph 7.04 (c) is hereby deleted.
III. Paragraph 7.04 is further amended to add the following
additional covenants and additional remedies related specifically to
compliance with the additional covenants.
(g) Cash Infusion Schedule. Razor agrees that it will make the
following cash infusions to ▇▇▇▇▇▇, which shall be accounted for as
capital contributions or intercompany loans in the sole discretion
of Mayan: $300,000 on or before November 30, 2010, $150,000 on or
before January 15, 2011, and $1,550,000 on or before February 15,
2011. All of the described cash contributions shall be utilized
solely for mining operations and to reimburse Mayan for mining
expenses previously incurred and paid by Mayan and not to defer
expenses of Razor's US operations or to pay indebtedness of Razor to
former officers or affiliates. If Razor does not make any of such
payments on the dates set forth herein, all of the prior payments
shall be forfeited and the missed payment shall be a default under
the Agreement with Mayan having all rights to remedies set forth
therein or herein.
(h) Operational Management. Mayan shall assume the operational
management of the ▇▇▇▇▇▇ mining operations in Honduras and shall
continue in such operations until Mayan is satisfied, in its sole
discretion, that Razor has complied in all respects with its
covenants set forth in Section 7.04 of the Agreement. The parties
shall, in good faith, negotiate and agree on compensation for the
services provided by Mayan in managing the operations of the ▇▇▇▇▇▇
operations.
(i) Cash Management. All cash contributions set forth above shall
be sent to a Mayan Gold bank account created solely for that purpose
and Mayan shall make all transfers to ▇▇▇▇▇▇. Mayan shall cooperate
with Razor in timely furnishing all accounting records required by
Razor to enable it to satisfy its financial filing requirements.
(j) Geologist. Razor shall retain a qualified geologist
immediately to oversee the operations in the ▇▇▇▇▇▇ mining ventures
and shall hire a full time geologist and/or mining engineer to
reside in Honduras and direct mining operations at the mine within
60 days of the date of this Amendment.
(k) Heap ▇▇▇▇▇ Operation. Razor agrees to immediately undertake
and fund the construction of a tailings pond and heap ▇▇▇▇▇ pad to
meet the requirements of the Honduran Department of Mines. If the
cost of construction cannot be funded through the initial cash
contributions set forth above, Razor will provide additional funding
to meet all construction payments. Further, Razor agrees that, for
a period of two years after the heap leaching operation is put into
operation, 40% of all net gold recovered from leaching operations
using ▇▇▇▇▇▇' existing mining tailings shall be paid and delivered
to Mayan Gold. Mayan Gold shall have no share of any gold recovered
through the heap leaching operation using other sources of ore,
except its Net Smelter Royalty described in the Agreement. The
parties shall each use their best efforts to define the source of
gold recovered.
(l) Gold Shipments. All gold shipped to the US shall be sold to
Mayan Gold and shipped through its export license and processed in
the US under its agreements and accounts with processors and
refiners. Mayan Gold shall account monthly to Razor for all such
gold shipments and the proceeds for any gold sold and Mayan shall be
responsible for compliance with all Honduran laws regarding
repatriating funds related to gold shipped to the US.
(m) Termination of Mayan Operational Involvement. The herein
described covenants shall continue until full funding has occurred
and for a period of 90 days after Mayan has determined, in its sole
discretion, that the full time management hired and relocated to
Honduras is sufficient and that a CFO hired by Razor to manage
financial operations is in place and qualified to assume full
operation authority of the mining operations.
IV. Section 8.02 of the Agreement is hereby amended in its entirety
to read ad follows:
Section 8.02. Subsequent Default. In the event of a breach of any
covenant set forth in sections 4.02, 6.07, or 7.04 herein, Mayan may
notify Razor of the default and request that it be remedied within
ten (10) business days. Failure to remedy the breach within the ten
business days shall be cause for ▇▇▇▇▇▇ to immediately cancel
195,000 common shares then issued to Razor and to issue to Mayan
195,000 common shares with the remainder of the outstanding common
shares being issued to Razor.
V. Except as specifically amended herein, all of the terms,
covenants and conditions set forth in the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized,
as of the date first above written.
RAZOR RESOURCES, INC.
By /s/ ▇▇▇ Nastat
Its President
MAYAN GOLD, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
Its President
COMPANIA ▇▇▇▇▇▇ ▇▇▇▇▇▇ DEL SUR S.A.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its General Manager