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Rae Wallace JV

Rae Wallace JV


On July 8, 2010 the Company signed a definitive agreement with Rae Wallace Mining Co. ("RWMC") granting RWMC the option to purchase all of the Company's Peru properties and equipment (except for the La Joya property). The optioned projects are Liscay, San Filipe, Sura, Cayhua, Toro Blanco, Tarajita, Lachoc, and Miko.

Rae Wallace Mining Company ("RWMC"), .a private company incorporated in Idaho, USA in 1916 and under new management since 2007. RWMC is currently lead by President and CEO, George Cole, a 35 year veteran of the mining industry and former Vice President of Exploration at Cominco American Inc., and Vice President, Steven Friberg, a former consultant with over 35 years in the mining industry.

The transfer of the properties was completed on the following terms and payment schedule:

  1. US$30,000 on signing of the LOI (paid).

  2. US$67,500 on or before May 31, 2010 (paid). The Company agreed to use this payment to renew the Property's concessions (paid).

    That number of Shares of RWMC valued at US$250,000, distributed, as follows:

    1. RWMC completed the issuance of 1,000,000 shares valued at US$250,000 ($CDN 261,150) and 500,000 share purchase warrants exercisable at $ 0.375 per share. The fair value of the warrants of $78,316 was calculated using the Black-Scholes valuation method. The weighted average assumptions used for the Black-Scholes valuation of warrants were annualized volatility of 104.31%, risk-free interest rate of 1.5%, expected life of 2.23 years, dividend rate of Nil. The value of the shares and warrants were allocated to Long Term Investments and Mineral Property Recovery. At December 31, 2010 the value of the warrants was adjusted to $33,358 and the adjustment was allocated to Long Term Investments and Unrealized Loss on Investments.

  3. If RWMC should sell, lease, transfer, convey or otherwise dispose of the property in any agreement or option terms with a third party within one year from March 8, 2010, RWMC shall pay the Company 20% of the proceeds when received by RWMC. On August 18, 2010 the Company received US$30,000 from RWMC in reference to an option agreement RWMC signed with a third party included in the recovery on the Liscay property.

  4. RWMC purchased the equipment of Geologix Peru and US$35,000 of the total proceeds received by the Company were assigned to the sale of the equipment.
RWMC acknowledges the NSR agreement owing to Newmont Peru S.R.L. ("Newmont") on the Liscay and Newmont Alliance properties and agrees to accept title to the properties subject to the terms of that royalty


Liscay Property

San Felipe

Sura

Cayhua

Toro Blanco

Largatija

Lachoc

Miko