EX-10.1
from 8-K
23 pages
This Private Placement Subscription Agreement (The “Agreement”) Relates to an Offering of Securities Upon an Exemption From Securities Registration Pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation D”) as Promulgated by the U.S. Securities and Exchange Commission (The “SEC”) Under the Securities Act of 1933, as Amended (The “1933 Act”). None of the Securities to Which This Subscription Agreement Relates Have Been Registered Under the 1933 Act, or Any U.S. State Securities Laws, And, Unless So Registered None May Be Offered or Sold, Except Pursuant to an Effective Registration Statement Under the 1933 Act, or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the 1933 Act and in Each Case Only in Accordance With Applicable State Securities Laws. in Addition, Hedging Transactions Involving the Securities May Not Be Conducted Unless in Compliance With the 1933 Act. Private Placement Subscription Agreement
12/34/56
EX-10
from 8-K
2 pages
This Letter (The “Letter Agreement”) Constitutes a Binding Agreement Between Pan American Goldfields Ltd. (“Pan American”), a Delaware Corporation, and Minera Rio Tinto SA, a Mexican Corporation (“Mrt”), Concerning the Restructuring of a Joint Venture Agreement and of the Ownership Interests of Pan American and Mrt, as Well as Other Entities, in the Cieneguita Project (The “Properties”) in Chihuahua State, Mexico. in Consideration of the Mutual Promises and Agreements of the Parties, Including the Efforts of Pan American in Obtaining Financing and Capital as Well as Other Matters, the Parties Hereby Agree as Follows: 1. Restructuring. the Parties Hereby Agree to Amend the Agreements and Documents Currently in Force and Relating to the Properties in Accordance With the Basic Terms and Conditions Enumerated in Attachment a Attached Hereto and in Accordance With the Provisions of This Letter Agreement (The “Restructuring”). 2. Definitive Agreement
12/34/56