AMENDMENT NO. 1
TO THE
PROPERTY OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO THE PROPETY OPTION AGREEMENT is made and
entered into as of November 29, 2004 (this "Amendment") between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(the "Optionor") and American Goldrush Corporation (the "Optionee").
W I T N E S S E T H
WHEREAS, the parties desire to amend the payment provisions of the
Property Option Agreement dated as of February 18, 2004 (the "Property Option
Agreement"; capitalized terms used herein not otherwise defined shall have the
meanings given to such terms in the Property Option Agreement) on the terms and
provisions contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
1. Option. Section 4 of the Property Option Agreement is hereby deleted
in its entirety and replaced with the following in lieu thereof:
"4. OPTION
The Optionor hereby grants to the Optionee the sole and exclusive right
and option (the "Option") to earn a 100% interest in the Property exercisable as
follows:
(a) The Optionee paying the sum of $10,000 CDN to the Optionor by way of
cash of which $5,000.00 was paid on February 18, 2004;
(b) On or before November 29, 2005
(i) The Optionee incurring Expenditures of $75,000 CDN on
the property;
(ii) Upon 1st Anniversary payment of $10,000 CDN
(c) On or before November 29th, 2006
(i) Optionee incurring Expenditures of $100,000 CDN on
the Property in addition to the expenditures referred
to in clause (b)(i);
(ii) Upon 2nd Anniversary payment of $10,000 CDN
(d) On or before November 29th, 2007
(i) The Optionee incurring Expenditures of $100.000 CDN
on the Property in addition to the expenditures
referred to in clauses (b)(i) and (c)(i)
(ii) Upon 3rd Anniversary payment of $10,000 CDN
(e) On or before November 29th, 2008
(i) The Optionee incurring Expenditures of $125,000 CDN
on the Property in addition to the expenditures
referred to in clauses (b)(i), (c)(i) and (d)(i)
hereof;
(ii) Upon 4th Anniversary payment of $15,000 CDN
(f) On or before November 29th, 2009
(i) The Optionee incurring Expenditures of $125,000 CDN
on the Property in addition to the expenditures
referred to in clauses (b)(i), (c)(i), (d)(i) and
(e)(i) hereof;
(ii) Upon 5th Anniversary payment of $15,000 CDN
Following which the Optionee shall be deemed to have exercised the Option (the
"Exercise Date") and shall be entitled to an undivided 100% right, title and
interest in and to the Property with the full right and authority to equip the
Property for production and operate the Property as a mine subject to the rights
of the Optionor to receive the NSR.
The Property individually known as the ▇▇▇▇▇▇ Claims as more particularly
described in Schedule "A". The Optionee has the one time right exercisable for
90 days following completion of a bankable feasibility study to buy the (1%)
Optionor NSR interest for $1,000,000 CDN. The right to purchase the said NSR
interest shall be exercised by the Optionee providing the Optionor with notice
of the purchase accompanied by payment in the amount of $1,000,000 CDN.
The Optionor and Optionee understand and confirm that all Expenditures incurred
in a particular period, including any excess in the amount of Expenditures
required to be incurred to maintain the Option during such period, shall be
carried over and included in the aggregate amount of Expenditures for the
subsequent period.
Notwithstanding paragraphs (b)(i)(ii), (c)(i)(ii), (d)(i)(ii), (e)(i)(ii), and
(f)(i)(ii) if the Optionee has not incurred the requisite Expenditures to
maintain its option in good standing prior to November 29th of any given year,
the Optionee may pay to the Optionor within 60 days following the expiry of such
period, the amount of the deficiency and such amount shall thereupon be deemed
to have been Expenditures incurred by the Optionee during such period.
(g) The doing of any act or the incurrence of any cash payments by
the Optionee shall not obligate the Optionee to do any further
acts or make any further payments
(h) The Property individually know as ▇▇▇▇▇▇ Claims as more
particularly described in Schedule "A". The cash consideration
referred to in this Section 4 will not change if project is
terminated."
2. Effect of Amendment. Other than as expressly amended in this
Amendment, all the other terms and provisions of the Property
Option Agreement shall remain in full force and effect.
3. Reference. On and after the date hereof, each reference in the
Property Option Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference
to the Property Option Agreement in any other agreement,
document or other instrument, shall mean, and be a reference
to the Property Option Agreement, as amended by this
Amendment.
4. Counterparts. This Amendment may be executed in one or more
counterparts and by facsimile, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
5. Captions. The captions used in this Amendment are intended for
convenience of reference only, shall not constitute any part
of this Amendment and shall not modify or affect in any manner
the meaning or interpretation of any of the provisions of this
Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Property Option Agreement as of the date first written above.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
American Goldrush Corp.
Per: /s/ ▇▇▇▇▇▇ Blomkamp
▇▇▇▇▇▇ Blomkamp
