AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

Exhibit 10.1

 

This Amendment No. 1, dated as of May 19, 2011 (this “Amendment”), is made to the Stock Purchase Agreement (the “Agreement”), dated as of March 10, 2011, by and among Casablanca Mining Ltd., a Nevada corporation (“Casablanca”), and Angelique de Maison (“Purchaser”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

 

 

A.           Pursuant to the Agreement, Purchaser agreed to purchase up to 1,000,000 shares of Casablanca’s common stock, $.001 par value (the “Casablanca Shares”) at a purchase price of $1.00 per share (the “Purchase Price”) in one or more installments, in such amounts and at such times as requested by Casablanca, provided that either party could terminate its obligations with respect to any amount of Casablanca Shares not purchased on or prior to June 30, 2011.

 

B.           To date, Purchaser has purchased from Casablanca an aggregate amount of 981,702 Casablanca Shares for an aggregate purchase price of $981,702, and has contributed an additional $985,960 in loans.

 

C.           Casablanca and Purchaser desire to increase the number of Casablanca Shares that may be purchased pursuant to the Agreement and to extend the date after which the parties may terminate their obligations under the Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Casablanca and Purchaser hereby agree as follows:

 

1.           Amendment of the Agreement.  Section 1.1 of the Agreement shall be amended such that (a) the maximum number of Casablanca Shares to be purchased under the Agreement is increased from 1,000,000 Casablanca Shares to 2,000,000 Casablanca Shares, and (b) the date after which either party may terminate its or her obligations with respect to any amount of Casablanca Shares not yet purchased is extended from June 30, 2011 to September 30, 2011.  For the avoidance of any doubt, as a result of this Amendment, Casablanca agrees to issue and sell to Purchaser, and Purchaser agrees to acquire from Casablanca, up to an additional 1,018,298 Casablanca Shares (18,298 pursuant to the Agreement + 1,000,000 pursuant to this Amendment) pursuant to Section 1.1(b) the Agreement.  Concurrent with the execution and delivery of this Agreement, Casablanca shall issue and sell to Purchaser, and Purchaser shall acquire from Casablanca, 985,960 Casablanca Shares.  Casablanca acknowledges receipt of the Purchase Price for such Casablanca Shares.

 

2.           Adjustments to Casablanca Shares. If, on or prior to the purchase of any installment of Casablanca Shares pursuant to the Agreement, as amended, (i) Casablanca shall subdivide its capital stock (by any stock split, stock dividend or otherwise), (ii) Casablanca shall combine the outstanding shares of its capital stock, or (iii) there shall be any capital reorganization or reclassification of Casablanca’s capital stock (other than a change in par value, or from par value to no par value, or from no par value to par value), the Purchase Price then in effect shall be correspondingly adjusted for all future issuances of Casablanca Shares, and Casablanca shall notify Purchaser of such adjustment.  

 

3.           Reaffirmation of Representations and Warranties.  Each of Casablanca and Purchaser hereby certifies that all of its or her respective representations and warranties made in the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

 

3.           No Other Changes to the Agreement.  Except as expressly amended by this Amendment, all of the terms of the Agreement shall remain in full force and effect.

 

4.           Counterparts.  This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page were an original thereof.

 

5.           Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflicts of laws of principles, and each party hereby agrees that all performances due and transactions undertaken pursuant to this Agreement shall be deemed to be due or have occurred in California, and the exclusive venue and place of jurisdiction for any litigation arising from or related to this Amendment shall be the state or federal courts located in Orange County, State of California, USA.

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

CASABLANCA MINING LTD.:	Casablanca Mining Ltd. By:  /s/ Trisha Malone  Name:  Trisha Malone Title: Chief Financial Officer
PURCHASER:	By:  /s/ Angelique de Maison  Name:  Anglique de Maison, an individual