As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/17/06  Infinex Ventures Inc              8-K:1       8/14/06    2:2.2M                                   Edgar Agents LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     15K 
 2: EX-10.25    Agreement With Jorge Lopehandia                     HTML     31K 

 

INFINEX VENTURES INC.

 

January 30, 2006

 

Rodolfo Francisco Villar Garcia, Cristobal Hugo Lopehandia Cortes, and Jorge Lopehandia Cortes c/o 487 Roslyn Boulevard, North Vancouver, B.C. V7G 1P1 Attention:        Jorge Lopehandia

Dear Sirs:

Re:	Tesoro Claims 1 to 12

We write further to our recent discussions to confirm the terms and conditions upon which Infinex Ventures Inc. (the “Purchaser”) will have the right to earn from Jorge Lopehandia, The Lopehandia Family & Other Associates (the “Vendors”) a Fifty (50%) percent interest, in the mining and exploration Claim (s) situated as per the attached “Schedule A” (the “Property”) and more particularly located at the northern end of the El Indio Belt in Chile Region III which is approximately 150 kms. East of the City of Vallenar, Chile , and to confirm the terms and conditions of an agreement to be entered into between us, the Purchaser and the Vendor, shall make it effective upon the execution of this Agreement.

The terms of the transaction are as follows:

1.          The Vendor hereby grants to the Purchaser the sole and exclusive irrevocable right and title (the “Title”) to Fifty (50%) percent interest in the Property by:

(a)	issuing to the Vendor Twenty Million (20,000,000) Common Shares, upon the execution by the parties of this Agreement and subject to the conditions as set out in number 8 below;
(b)	all original documents or notarized copies of official translations arethereof required to complete the transactions contemplated herein. The issuance of the 20 Million (20,000,000) Common Shares shall be issued in the Vendors designated name to the benefit of Vendor, upon the removal of the subject conditions as set out in number 8 below.

2.          Upon the Purchaser signing a resolution for the issuance of 20 Million (20,000,000) Common Shares to the Vendor and the execution of this Agreement, the Purchase and Sale will have been exercised and the Purchaser will have earned a Fifty (50%) percent right, title and interest in the Property. The Vendor will thereupon execute and deliver to the Purchaser all such transfers, consents, powers of attorney, Bill of Sale Absolute or quit claim deed and other documentation as may be required to formally transfer to the Purchaser title to the Property to be

 

3914 Seaton Place, Las Vegas, Nevada 89121

Tel: 702-387-4005 - Fax: 702-387-4006

 

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held by the Purchaser as contemplated below. The Vendor shall obtain, and the Vendor must deliver to the Purchaser a Fifty (50%) percent interest in the Property.

It is not the intention of the parties to create, nor may this Agreement be construed or claimed to create, any mining, commercial or other partnership. Neither party has any authority to act for or to assume any obligation or responsibility on behalf of the other party, except as otherwise expressly provided herein.

3.          The Agreement shall terminate upon the parties mutually consenting to the termination of this Agreement;

 

4.	The Vendor represents and warrants to the Purchaser that:

(a)	the Vendor has the power and legal authority to validly own the properties, and the properties are presently in good standing under the laws of Chile and Vendor is duly qualified and registered as necessary to carry on all the business activities under the laws of all jurisdictions in which they carry on business or owns property and to apply for, acquire title to, own and dispose of all forms of mineral concessions in Chile. Please see attached Schedule B, C and D:
(b)	the Vendor has all necessary right, power, capacity and legal authority to enter into this Agreement and to be bound by its terms, to agree to dispose the Fifty (50%) percent interest of the Property to the Purchaser upon the terms hereof and to transfer the Fifty (50%) percent interest in the Property to the Purchaser upon compliance by the Purchaser with the terms and conditions hereof;
(c)	this Agreement has been validly entered into, executed and delivered by the Vendor and is binding upon the Vendor;
(d)	the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgement, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority;

5.	The Purchaser represents and warrants to the Vendor that:

(a)	the Purchaser is a duly incorporated and validly subsisting and organised company and is presently in good standing under the laws of the State of Nevada;
(b)	the Purchaser or its assigned Nominee has all necessary right, power, capacity and authority to enter into this Agreement, and to be bound by its terms, subject only to the approval of the Board of Directors;

 

 

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(c)	the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; and
(d)	no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties.

6.          If any party hereto defaults in the performance of any of its obligations hereunder, the party affected by such default may give notice to the defaulting party, and if the defaulting party does not cure such default within thirty (30) days after receipt of such notice, the affected party may take any action on account of such default, including seeking damages, specific performance or an injunction or the termination of the Agreement constituted upon the acceptance of this offer.

7.          The Agreement constituted by the acceptance of this offer will be governed by and interpreted in accordance with the laws of State of Nevada and of Chile.

8.	This Agreement is subject to:

(i)	the completion by the Purchaser of confirmation of legal title and due diligence on the Properties as to ownership by the Vendor and results therefrom being satisfactory to the Purchaser, acting reasonably, within a period of 90 days;

(ii)	the right to extend a further 90 days by mutual consent;

(iii)

Vendor and Purchaser put forth, all their reasonable best efforts to obtain a satisfactory title opinion or Court Order, or such that the Purchaser will acquire the property free and clear of all liens and encumbrances, with a view to further develop the property into an operating mine.

9.           Upon satisfactory completion of due diligence and clear title being established the Purchaser with the assistance of the Vendor, (if necessary), will apply for permits to the appropriate authorities to place the property into production. Upon the appropriate permits being approved, the Purchaser will have the option to acquire an additional 25% interest in the property (bringing the Purchaser interest to 75%) in exchange for a further issuance of Ten Million ( 10,000,000) Common shares of the Purchaser’s stock;

a.	after successful production has commenced and been established for a period of no less than 1 year, the Purchaser will have the option to acquire an additional 25% (bringing the Purchaser interest to 100%) at a price to be determined at the then market value; and
b.	during the course of this agreement and after title has been established the Vendor agrees to allow the Purchaser to use the property for collateral, sale

 

 

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forward of metals, hedging, or any other financial transaction that the Purchaser sees fit to successfully finance the property into production.

10.           Vendor will transfer to Purchaser, any additional mining property and mineral rights relating to this property, plus any other pending claims settled or awarded by the Chilean Courts in accordance to the Chilean Laws.

11.           This Agreement may be executed in one or more counterparts, and each such counterpart shall, once the Agreement executed, form one and the same document.

If the foregoing correctly sets forth our understanding, kindly acknowledge this by signing and returning to us a copy of this letter on or before the close of business in Vancouver, B.C. on or before 4:00 p.m. on January 30^th 2006. .

Yours truly,

INFINEX VENTURES INC.

 

By: /s/ Michael De Rosa

Michael De Rosa, President

 

I/We hereby acknowledge and confirm the foregoing correctly sets forth our understanding and agree to the foregoing terms and conditions as of this 30^th day of January, 2006.

RODOLFO FRANCISCO VILLA GARCIA

/s/ Jorge Lopehandia

By his Attorney Jorge Lopehandia

 

CRISTOBAL HUGO LOPEHANDIA CORTES

/s/ Jorge Lopehandia

By his Attorney Jorge Lopehandia

 

JORGE LOPEHANDIA CORTES

 

/s/ Jorge Lopehandia

Signature

 

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Schedule “A”

REFERENCES		ROLL NUMBER
139        TESORO 1	1 - 30	03304-0532-5
140        TESORO 2	1 - 12	03304-0532-3
141        TESORO 3	1 - 30	03304-0534-1
142        TESORO 4	1 - 30	03304-0535-K
143        TESORO 5	1 - 25	03304-0536-8
144        TESORO 6	1 - 20	03304-0537-6
145        TESORO 7	1 - 25	03304-0538-4
146        TESORO 8	1 - 12	03304-0539-2
147        TESORO 9	1 - 12	03304-0540-6
148        TESORO 10	1 - 20	03304-0541-4
149        TESORO 11	1 - 20	03304-0542-2
150        TESORO 12	1 - 5	03304-0543-0

 

 

 

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Schedule “B”

 

Copy of Judicial Order as to Seizure of Properties.

 

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Schedule “C”

 

Copy Power of Attorney giving Right of Disposal.

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