Registration of Securities of a Foreign Private Issuer — Form 20-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20FR12G Form 20-F Registration Statement 81 420K
5: EX-3.(I) Articles 26 114K
2: EX-3.(I) Certificate of Change of Name 2 6K
3: EX-3.(I) Special Resoultion and Altered Memorandum 3 9K
4: EX-3.(II) Memorandum 2 7K
6: EX-10 Documents Relating to Cinco Minas Property 17 68K
7: EX-10 Documents Relating to Gran Cabrera Properties 4 17K
9: EX-10 Heads of Agreement Relating to the Tinka Property 4 14K
8: EX-10 Letter of Intent Relating to the Tinka Property 2 9K
10: EX-21 List of Subsidiaries 2 6K
EX-10 — Heads of Agreement Relating to the Tinka Property
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Exhibit 4.4
HEADS OF AGREEMENT TO GRANT A
70% INTEREST IN THE TINKA PROPERTY
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DESERT HOLDINGS INC.
1305 - 1090 West Georgia Street
Vancouver, BC V6E 3V7
Phone: 604.685-9316 Fax: 604.683.1585
HEADS OF AGREEMENT ("HOA")
Mr. David Henstridge, President.
Tumi Resources Limited
1305 - 1090 West Georgia Street
Vancouver. BC
V6E 3V7
(hereinafter referred to as "Tumi")
- and -
Mr. Robert O. Plenge
210 Manuel Villaran
Miratlores
Lima 18
Peru
(hereinafter referred to as "Plenge")
Dear Sirs:
Re: Option to Earn a 70% Interest in the Tinka Prospect, Ica, Peru.
This HOA sets out the terms and conditions whereby Desert Holdings Inc. ("DHI"')
can acquire up to a 70% interest in Tumi' s rights, title and interest in the
Tinka exploration and mining concession in Peru (the "Tinka Claims"), as per
Schedule "A" attached hereto.
The general terms and conditions of consideration for earning this interest in
this HOA are as follows:
1. Tumi Warrants that it is the legal and beneficial owner or has the right to
acquire 100% of the title to the Tinka Claims and that the Tinka Claims are
in good standing with respect to Peruvian law. Tumi represents that there
are no underlying option agreements with the Tinka Claims, other than the
letter of intent agreement with Plenge dated May 31, 2002 (the "Tinka
LOI"), a copy of which is attached as Schedule "'B", and with the consent
of Plenge, in this agreement it can freely grant the option to DHI as
contemplated by this HOA;
2. DHI is a public company listed on the TSX Venture Exchange (the "Exchange")
and is in process of consolidating its common shares and completing a
reactivation plan;
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3. DHI will be granted the option to earn a 10% interest in the Tinka Claims
over a three-year period by issuing a total of 500,000 post-consolidated
common shares (the '"DHI Shares") in the capital of DHI to Plenge, as
follows:
(a) Within five days from acceptance of this HOA by the Exchange, the
payment of 90,000 fully-paid post-consolidated common shares in the
capital of DHI;
(b) On the first year anniversary from the date of acceptance by the
Exchange, 120,000 fully- paid post-consolidated common shares in the
capital of DHI;
(c) On the second year anniversary from the date of acceptance by the
Exchange, 140,000 fully- paid post-consolidated common shares in the
capital of DHI; and
(d) On the third year anniversary from the date of acceptance by the
Exchange, 150,000 fully- paid post-consolidated common shares in the
capital of DHI.
The issuance of the DHI Shares fulfills the remaining share issuance
commitment of Tumi under the Tinka LOI.
4. For DHI to keep the HOA in good standing, DHI must fund a total of $US2.5
million in exploration expenditure, including underlying option payments to
concession holders and government concession taxes, over a three (3) year
period. DHI undertakes to spend an initial $US 130,000 including a drill
program in Year l. In order to vest its interest, DHI must have spent
$US2.5 million including the completion of a feasibility study regarding
production on or before the end of three (3) years after acceptance of this
agreement by the Exchange. The expenditure requirement under the HOA
modifies the expenditure requirement under the Tinka LOI;
5. Before the commencement of the first year program, Tumi and DHI will
appoint an operator for the program. The operator will submit to Tumi and
DHI a program and budget for approval; however, DHI will have the final
decision for the implementation and approval of such program and budget
until such time as DHI has formally earned its interest;
6. Plenge will retain in total the right to a 1 % NSR from any mineral
production from the Tinka Claims which can be purchasable for US$750,000;
7. Tumi and DHI will endeavor to execute a generally accepted resource
property development agreement as soon as possible and in the interim this
HOA will be binding;
8. It is acknowledged amongst DHI, Tumi and Plenge that any claims staked or
acquired within 10 km of the boundaries of the Tinka Claims shall form part
of this option agreement;
9. Tumi will agree, as soon as requested by DHI to transfer the rights and
title of the Tinka Claims to an entity designated by DHI;
10. Plenge acknowledges that as long as DHI is making the share payments and
incurring the expenditures then Tumi has no obligation to make any share
payments or incur expenditures and the Tinka LOI will remain in good
standing;
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11. DHI has the right to withdraw from the HOA. In the event that DHI withdraws
from the HOA, then the Tinka LOI will remain effective and Tumi will
continue with the commitments required under the Tinka LOI less what DHI
has paid. Should Tumi acknowledge that it does not wish to undertake
further exploration on the Tinka Claims, Tumi will, under this
circumstance, but notwithstanding that all claim fees be paid on the year
of withdrawal, commit to return the Tinka Claims to Plenge or to a nominee
assigned by Plenge: and
12. This is HOA is subject to acceptance for filing with the regulatory
authorities.
If you are in agreement with the above please sign and return a copy of this
HOA. Until a formal joint venture agreement is prepared, this HOA is binding on
the parties. DHI may assign this agreement to its Peruvian subsidiary.
Yours truly,
DESERT HOLDINGS INC.
Per:
/s/ Nick DeMare
---------------------------
Authorized Signatory)
Terms are hereby acknowledged and accepted this 19th day of February, 2003 by:
TUMI RESOURCES LIMITED
Per:
/s/ Harvey Lim /s/ Robert O. Plenge
--------------------------------- ----------------------------------------
(Authorized Signatory) Robert O. Plenge
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘20FR12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 4/17/03 | | | | | | | None on these Dates |
| | 5/31/02 | | 2 |
| List all Filings |
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