Exhibit 10.6
LETTER OF INTENT FOR
OPTION AGREEMENT
When countersigned by each of the parties, this Letter of Intent outlines
the general terms as of the 30th day of October, 2007 for the agreement by and
between SPIRIT EXPLORATION, a corporation incorporated pursuant to the laws of
Nevada, USA (hereinafter referred to as "Spirit Exploration") and FRANZOSI S.A.,
a corporation incorporated pursuant to the laws of Ecuador (hereinafter referred
to as "Franzosi").
It is intended that Spirit Exploration and Franzosi shall, subject to the
terms set forth herein and in a Definitive Joint Venture Agreement, enter into
the following terms regarding the ▇▇▇▇▇ OIliva Concession:
WHEREAS, Spirit Exploration through EcuadorGoldCorp, S.A. ("Ecuador Gold"),
its 99% Ecuadorian Subsidiary, is the owner of a 100% interest in The "▇▇▇▇▇
Olivia Concession" a mining concession which lies in the northwest corner of the
Portovelo-Zaruma mining camp, which is found in the cantons of Ayapamba and
Paccha, Province of El Oro, southern Ecuador. It is center at Latitude 03 36'
30" South and Longitude 79 40' West (Figure 1, 2, 3). It covers an area of
1,067.2 hectares. Boundary co-ordinates for the Project are found in Table 1
below. These are based on a metric UTM grid system referenced to PSAD-56 datum
and geographic zone 17.
TABLE 1 - ▇▇▇▇▇ OLIVIA BOUNDARY COORDINATES
EASTING - M NORTHING - M
----------- ------------
643558 9606000
------ -------
645720 9607000
------ -------
647000 9607000
------ -------
647000 9604000
------ -------
646000 9604000
------ -------
646000 9599800
------ -------
645000 9599800
------ -------
645000 9606000
------ -------
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The project is situated about 175 kilometres southeast and 60 kilometres
east of the major Pacificic western foothills of the Andean Cordillera
Occidental and is more particularly described in Schedule "A" to this Option
Agreement the "▇▇▇▇▇ ▇▇▇▇▇▇";
AND WHEREAS Franzosi would like to complete a series of exploration and
development expenditures on the ▇▇▇▇▇ Olivia Project for the specific corporate
purpose of earning a up to a 50% interest in the ▇▇▇▇▇ ▇▇▇▇▇▇ Project,
AND WHEREAS, Spirit and Franzosi will jointly form a new Ecuadorian
corporation ("Newco") which shall be granted 100% interest in the production and
exploration of the ▇▇▇▇▇ Olivia concession (the "Production Interest");
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10) now paid by
Franzosi to Spirit Exploration, and of the mutual covenants herein contained,
the Parties hereto hereby agree as follows:
1. Upon execution of this Letter of Intent, the parties hereto hereby agree
as follows:
The parties will diligently and in good faith negotiate a definitive Joint
Venture Agreement, (the " Agreement"), incorporating the principal terms of the
contemplated transaction as set forth herein and, in addition, such other terms
and provisions of a more detailed nature as the parties may agree upon. In the
Definitive Assignment Agreement, each of Spirit Exploration and Franzosi will
make such representations and warranties are customary in transactions of this
nature. A11 representations and warranties will survive the closing of the
transactions contemplated herein and any and all investigations at any time made
by or on behalf of the parties. The Definitive Agreement shall be completed and
executed on or before November 13, 2007 (15 days of the date of this Letter of
Intent).
Upon execution of the Definitive Agreement, the parties will immediately
form Newco and enter into an assignment and assumption agreement pursuant to
which 100% of the Production Interest is assigned to Newco. Newco shall
initially be owned 50% by Spirit and 50% by Franzosi.
Franzosi will Immediately issue and deliver to Spirit Exploration a total
of 23 shares (which is an equivalent of 1,000,000 common shares, once merged
with CPC in Canada; which represents approximately 3%), in the capital stock of
Franzosi upon execution and delivery of the definitive Joint Venture Agreement.
Franzosi represents and warrants that there are currently a total of 800 shares
outstanding and 23 shares constitutes approximately 3% of the total equity of
Franzosi issued and outstanding;
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As the "first tranche": Franzosi will deliver and pay the nonrefundable sum
of $250,000 upon completion of the update of the the NI 43-101 to reflect the
"Agreement" by and between Spirit Exploration and Fransozi S.A.
As the "Second tranche": Franzosi will immediately deliver and pay the sum of
$250,000 upon the Canadian Stock Exchange accepting said NI43-101 as a
qualifying transaction, which acceptance must occur on or before January 15,
2008 (the "Acceptance Date").
Spirit Exploration shall be permitted to cancel the definitive Joint
Venture Agreement immediately, without notice and without any recourse to Spirit
Exploration or refund of any funds, in the event the Second Tranche is not paid
on or before January 22, 2008, unless both parties agree, in writing, to extend
the Second Tranche payment.
Franzosi shall incur the up front costs as estimated and detailed by Spirit
Exploration more fully in the Definitive Agreement and outlined now in Exhibit
1, directly associated with the extraction of Au (gold) and other precious
metals in the ▇▇▇▇▇ ▇▇▇▇▇▇ Project. Franzosi's interest in Newco shall
initially be 50% but retention of which shall be based upon expenditures in the
▇▇▇▇▇ Olivia Project on the following schedule:
1. Franzosi shall forfeit it's entire interest in Newco if payment of
Second Tranche is not made on or before the Acceptance Date (which shall
represent Phase V working capital).
2. Franzosi shall retain 5.25% interest in Newco but forfeit its
remaining 44.7% interest if it has not completed expenditures of $300,000 for
Phase I of the project which shall occur on or before 45 days from the
Acceptance Date.
3. Franzosi shall retain 8.35% interest in Newco but forfeit its
remaining 41.65% interest if it has not completed additional expenditures of
$1,500,000 for Phase II of the project which shall occur on or before forty-five
days of the Acceptance Date.
4. Franzosi shall retain 23.95% interest in Newco but forfeit its
remaining 26.05% interest if it has not completed additional expenditures of
$500,000 for Phase III of the project which shall occur within three months of
the commencement of drilling.
5. Franzosi shall retain 29.2% interest in Newco but forfeit its
remaining 20.8% interest if it has not completed final additional expenditures
of $2,000,000 for Phase IV of the project which shall occur upon demand when the
project is preparing for production and the exploration phase has created
targets to begin mine preparation.
The Definitive Agreement will include a more detailed payment schedule.
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2. The parties hereto agree that Spirit Exploration shall be the operator as
defined hereinabove and that the amounts to be expended by Franzosi shall be
expended in accordance to actual costs associated with the extraction of Au and
other precious metals in the ▇▇▇▇▇ ▇▇▇▇▇▇ Project which shall be prepared by an
independent auditor agreed upon by a joint Franzosi-Spirit Exploration
Committee. In order to accurately track expenditures and for auditing purposes,
(Spirit Exploration), as operator, agrees to provide Franzosi with copies of all
estimates, material contracts, receipts and all other items which attest to the
expenditure of Franzosi's funds on the Projects. In addition, Franzosi shall
have the right to appoint a Project Supervisor/Controller whose principal
function shall be to oversee the day to day operations of the ▇▇▇▇▇ Olivia
Project and to make regular reports to the participants.
3. Franzosi shall have the right to sell, assign, transfer or otherwise
convey the whole or any part of its rights and duties under this Option
Agreement prior to vesting to a third party reasonably acceptable to Spirit
Exploration provided that notice of such action is provided to Spirit
Exploration pursuant to the notice provisions outlined in section 9 of this
Option Agreement and Spirit Exploration has a period of 60 days to review and
approve or deny such assignment.
4. The parties hereto agree that, in the event that either party wishes to
assign or transfer the whole or any part of its working interest in the Projects
to any third party other than an affiliated party, the other party shall have a
first right of refusal in the working interest to be transferred.
5. Franzosi represents and warrants to Spirit Exploration that:
1. Franzosi will cooperate fully in a timely manner with Spirit
Exploration to enable Spirit Exploration to perform its obligations as
operator hereunder.
2. The execution and performance of this Letter of Intent by Franzosi
has been duly authorized by the Board of Directors of Franzosi.
3. The performance by Franzosi of this Letter of Intent will not
violate any applicable court decree, law or regulation, nor will it violate
any provisions of the organizational documents of Franzosi or any
contractual obligation by which Franzosi may be bound.
4. Further representations and warranties shall be included in the
Definitive Agreement.
6. Spirit Exploration represents and warrants to Franzosi as follows:
1. Spirit Exploration was validly incorporated and is currently in
good standing pursuant to the relevant laws and regulations of the State of
Nevada.
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2. The execution and performance of this Letter of Intent by Spirit
Exploration has been duly authorized by the Board of Directors of Spirit
Exploration.
3. The performance by Spirit Exploration of this Letter of Intent will
not violate any applicable court decree, law or regulation, nor will it
violate any provisions of the organizational documents of Spirit
Exploration or any contractual obligation by which Spirit Exploration may
be bound.
4. Spirit Exploration has the legal right to conduct exploration and
development programs on the ▇▇▇▇▇ ▇▇▇▇▇▇ Project and has the right to mine
and otherwise commercially exploit any minerals found on the ▇▇▇▇▇ Olivia
Project.
5. Spirit Exploration shall immediately prepare a complete budget for
exploration and production of the ▇▇▇▇▇ ▇▇▇▇▇▇ Project and deliver such to
Franzosi within 10 business days from the signing of this letter of intent.
6. Further representations and warranties shall be included in the
Definitive Agreement.
7. Until such time as the same may become publicly known, the parties agree
that any information provided to either of them by the other of a confidential
nature will not be revealed or disclosed to any person or entity, except in the
performance of this Letter of Intent.
8. All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal delivery,
by certified mail (return receipt requested), Express Mail or by national or
international courier. Notices will be deemed given upon the earlier of actual
receipt four (4) business days after being mailed or delivered to such courier
services.
Notices shall be addressed to (Spirit Exploration) at:
Spirit Exploration, Inc.
▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Laipnieks
Copy to:
▇▇▇▇▇▇ Law Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
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And to Franzosi at:
Franzosi S.A.,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇
#▇▇▇▇; Mansion ▇▇▇▇▇▇
▇▇▇▇▇ Paris; Piso 9
Quito, Ecuador
9. Miscellaneous
This Agreement may be executed in multiple counterparts which shall be
deemed an original. It shall not be necessary that each party execute each
counterpart, or that any one counterpart be executed by more than one party each
executes at least one counterpart
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
SPIRIT EXPLORATION INC.
By: \s\ ▇▇▇▇▇ Laipnieks
----------------------------
▇▇▇▇▇ Laipnieks, President
FRANZOSI RESORCES INC.
\s\ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇
----------------------------
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Phase I Start-up Exploration (6 months) Estimated Cost $300,000 USD
1. Environmental Impact Study Phase I.
2. Soil and water studies to begin with Laboratory results.
3. Mining Engineers to begin surface evaluations for possible entry points
of main tunnel.
Phase II (Optional) Drill Program put into place. (1 year minimum). Estimated
Cost $1,500,000 USD
1. Hire drill team with approved North American Geologist to prepare cores
for booking and lab preparation.
2. Build security shelter for cores and equipment.
3. Move equipment on site and begin drilling.
4. Prepare model from drilling results of the ore body after the first 5,000
meters have been drilled and sampled.
5. Begin calculation of provable resources based upon early lab reports.
6. Start second round of drilling (5,000 meters).
7. Same as model above, use these to assure mining tonnage and grade for
valuations.
8. Repeat based upon distance, depth and width of findings.
Phase III Begin Underground Extraction (Mining). (3 Months from Drilling)
Estimated Cost $500,000 USD
1. Complete Environmental Impact Study Phase II and III for extraction.
2. Mining Engineers to begin construction of entry for Main Tunnel.
3. Mechanical Engineers to approval final drawings of Processing Plant
(Floatation).
4. Home office to approve budgets set forth by all teams.
5. Flow charts and objectives to be approved and met by everyone from
financing to construction.
6. Production objective to be set by Home Office, Plant Chief and Mining
Chief.
Phase IV Begin Construction of 200 Ton Plant and Mining Extraction of Same. (One
year from start of Construction) Estimated Cost $2,000,000 USD
1. Set footers for 400 Ton Per Day Processing Floatation Plant
2. Purchase Equipment to set 200 Ton Per Day in this Phase
3. Develop tailings pond for 5 year production at 200 Ton Per Day for Impact
Study
4. Rail, water, air and electricity mine for extraction of 200 Ton Per Day
Operation
5. Build Laboratory on site
6. Set security perimeter around active plant and mine area
Phase V Operations: Working Capital - Estimated Cost $500,000 USD
Total: $4,300,000 Cost + $500,000 Working Capital
Revenue Model 200 T/D @ 7g/t x 26 days x 12 months = $10,046,400 Annual Gross
Revenue
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