AGREEMENT RELATING TO THE ACQUISITION OF TECHNICAL DATA
EX-10.57 10 ex10_57.htm EXHIBIT 10.57 ex10_57.htm
EXHIBIT 10.57
AGREEMENT RELATING TO THE
ACQUISITION OF TECHNICAL DATA
THIS AGREEMENT made this 31st day of March, 2010 by and between Adit Resources Corp. (“Adit”) and Emilio Acuña Peralta, represented in this act by Conrado Acuña Aranda (“Acuña”), is made for the purpose of setting forth the terms and conditions by which Adit will acquire certain Technical Data from Acuña.
The parties agree as follows:
1. By this Agreement Acuña assigns to Adit all Technical Data in his possession or control pertaining to the Picacho Prospect. The Picacho Prospect has a surface area of approximately 3,236.09 hectares and is located approximately 24 kilometers from the town of Bacoachi, Sonora State, Mexico.
2. The Technical Data pertaining to the Picacho Prospect includes, but is not limited to, the following:
| | · | maps; |
| | · | surveys; |
| | · | geological reports; |
| | · | core samples; |
| | · | assays; |
| | · | geochemical surveys; |
| | · | geophysical surveys |
3. In consideration for the assignment of the Technical Data, Adit agrees to issue to Acuña 320,000 shares of its common stock and deliver 437,500 shares of the common stock of Tara Minerals Corp. Acuña understands that the shares described above are restricted securities as that term is described in Rule 144 of the Securities and Exchange Commission (SEC). Acuña also understands that, at the present time, there is no public market for Adit’s common stock and a public market for Adit’s common stock may not develop in the future.
(a) Once the shares of Tara Minerals Corp are eligible to be sold under SEC rules, no more than 43,750 shares can be sold each month. Shares not sold in any given month will not be allowed to accumulate in future months.
(b) Once the shares of Adit are eligible to be sold under SEC rules, no more than 43,750 shares can be sold each month. Shares not sold in any given month will not be allowed to accumulate in future months.
(c) Tara Minerals will hold an option to purchase the shares of Tara Minerals back from Emilio Acuña Peralta
4. Acuña represents and warrants to Adit that:
1
| | (a) | the Technical Data will be delivered to Adit free and clear of any liens or encumbrances; |
| | (b) | no other person has any rights to the Technical Data; |
| | (c) | with the exception of the persons listed below, no other person has received any part of the Technical Data; |
| | · | __NONE____________ |
| | (d) | the persons listed above have agreed in writing to maintain the confidential nature of the Technical Data which they received; |
| | (e) | Acuña will not retain any copies (including information stored on electronic media) of the Technical Data; and |
(f) Acuña will keep the Technical Data strictly confidential.
5. Acuña agrees to provide reasonable assistance to Adit in interpreting the Technical Data.
AGREED TO AND ACCEPTED:
| ADIT RESOURCES CORP. | |
| By: /s/ Robert Wheatley | |
| Robert Wheatley, President and Chief | |
| Executive Officer | |
| /s/ Emilio Acuña Peralta | |
| Emilio Acuña Peralta, represented in this act | |
| By Conrado Acuña Aranda |
2
ANNEX I
| DRILLING PDD07-004 |
| DRILLING PDD07-003 |
| SAMPLE-DRILLHOLE WEIGHTED AVERAGES |
| MISCELANEOUS INFORMATION |
| PLANER ING. CORDOVA |
| EXPLORATION -- ADMINISTRATION QUOTES |
| BLAST NO. 7 & NO. 3 |
| GEOPHYSICS ZONGE ENGINEERING REPORT |
| BLAST NO. 9 |
| BLAST NO.8 |
| BLAST NO. 6 |
| BLAST NO. 4 |
| BLAST NO. 1 |
| 2006 WORK ASSEMENT REPORT |
| EXPLORATION SAMPLES CERTIFICATES |
| DRILLING PDD07-005 |
| DRILLING PDD007-006 |
| DRILLING PDD07-007 |
| DRILLING PDD07-008 |
| DRILLING PDD07-009 |
| DRILLING PDD07-010 |
| DRILLING PDD07-011 |
| DRILLING PDD07-012 |
| DRILLING PDD07-014 |
| ENVIROMENTAL STUDY |
| EXPLORATION PLAN |
| LICENSE MAPS & LOCATION INFORMATION |
| MAPPING PICACHO |
| RANCH MAP |
| SAMPLES CHAINS OF CUSTODY |
| MAPING DOS AMIGOS |
| TRENCHES-DTR -05 |
| TRENCHES-DTR -04 |
| TRENCHES DTR-03 |
| TRENCHES DTR-02 |
| TRENCHES DTR-01 |
| FIELD NOTES |
| BLAST NO. 5 |
| DRILLING PDD07-013 |
3
| DRILLING PDD07-002 |
| SAMPLES QA/QC |
| BASAITEGUI REPORTS |
| AGREEMENT LAND USE |
| BLAST NO. 12 |
| DRILLHOLE ASSAY REPORT: WEIGHTED AVERAGES |
| MAP "EL PICACHO" |
| MAP RAMP “DON JULIAN” |
| MAP S/N SECCION TRANSVERSAL N-S VISTA E-W |
| MAP (LIST OF AVERAGE TENSION,MAY 2007) |
| LATEEGRA MAPING |
| GEOLOG. MAP “REY DE ORO PROYECT” |
4
March 31, 2010
I, Robert Wheatley, President and CEO of Adit Resources Corp. have received all technical data specified in the Annex I of the Agreement Related to Acquire Technical Data, signed and dated on March 31st, 2010.
/s/ Robert Wheatley
Robert Wheatley, President and CEO
ADIT Resources Corp.
5
