Attached files
Exhibit 10.1
SIGA RESOURCES INC.
1002 Ermine Court
South Lake Tahoe, CA 96150
June 15, 2011
MONTANA MINING CORPORATION
Blaine, WA
Attention: Bill Whittle
Re: Acquisition of the Big Bear Mining Claims 1-9 by Siga Resources Inc.
This letter of intent (the "LOI") sets forth the agreement and understanding as
to the terms of the acquisition of Big Bear Mining Claims 1-9 located in San
Bernardino County (the "Big Bear Claims"), by Siga Resources Inc. ("Siga"), a
Nevada corporation.
1. Acquisition. Siga will acquire 100% of the Big Bear Claims. In consideration
for such sale, Siga will deliver the following to Montana Mining Corporation fka
Big Bear Mining Corporation ("MMC").
(i) 11,000,000 shares of Siga common stock. The shares shall be delivered
to MMC upon the closing of the due diligence period and signing of a
formal acquisition agreement.
2. Additional Conditions:
* Prior to a mutually agreeable Closing Date, MMC will not enter into
any material obligations or arrangements without the consent of Siga.
Material obligations do not include expenses related to the normal
course of operations;
* The formal acquisition agreement and related documents (collectively,
the "Definitive Agreements") will contain representations, warranties,
covenants, including non-competition and confidentiality covenants,
conditions to close and indemnities usual to a transaction of this
nature;
* There are no existing, threatened, or pending lawsuits, tax
reassessments or other liabilities against the Big Bear Claims that
have not been disclosed to Siga;
* MMC currently owns 100% of the Big Bear Claims and that Big Bear
Claims are free and clear of any or all liabilities, encumbrances, and
creditor demands whatsoever;
* That Siga is able to complete satisfactory due diligence, and that
upon signing of this LOI, that MMC allows Siga and representatives to
examine all books, accounts, records, and any other such additional
information as may be reasonably requested by Siga;
* MMC management will continue to manage the Big Bear Claims as normal
until the Closing Date, except as may be agreed between the parties;
and
2. Costs. Each party agrees to pay, without right of reimbursement from the
other party and regardless of whether or not the transaction is consummated, the
costs incurred by it in connection with this transaction, including legal fees
and other costs incidental to the negotiation of the terms of the transaction
and the preparation of related documentation.
3. Timeline. All parties will use their best efforts to complete the
transactions outlined above as soon as practicable. It is expected that a formal
acquisition agreement will be executed and the Closing Date will be no later
than July 7, 2011. Neither party shall be obligated to consummate the
transactions prior to the execution of definitive agreements, unless the parties
agree thereto in writing.
4. Conduct of Business. Each party hereto hereby agrees to conduct its business
in accordance with the ordinary, usual and normal course of business heretofore
conducted by it. Thus, there may be no material adverse changes in the business
of either company from the date hereof through the closing of this transaction.
5. Counterparts. This Letter of Intent may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Entire Agreement. This Letter of Intent constitutes the entire agreement of
the parties covering everything agreed upon or understood in this transaction.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind other than as set forth herein.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this letter.
SIGA RESOURCES INC.
By: /s/ Edwin Morrow
------------------------------------
Edwin Morrow, President
AGREED AND ACCEPTED
This ____ day of June, 2011
MONTANA MINING CORPORATION
By:
------------------------------------
Name:
Position:
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JULY 7, 2011
ADDENDUM TO THE LETTER AGREEMENT DATED JUNE 15, 2011,
BETWEEN
SIGA RESOURCES INC. ("Siga")
AND
MONTANA MINING CORPORATION ("MMC")
Re: Acquisition of the Big Bear Mining Claims 1-9 by Siga Resources Inc.
WHEREAS Siga has been unable, through reasonable due diligence, to substantiate
certain claims made by MMC.
AND WHEREAS the parties have agreed to allow Siga to commence a limited work
program (the "Work Program") as outlined in Schedule A to this Addendum.
AND WHEREAS pursuant to the outcome of the Work Program, the parties agree to
proceed under the following terms:
1. Siga will, within a reasonable time, commence the Work Program pursuant to
Schedule A that will not exceed 120 days, and will cost between $50,000 to
$100,000 to complete.
2. If Siga, in its sole opinion is satisfied with the results of the Work
Program, Siga shall issue to MMC 3,000,000 shares of its common stock within 30
days of receiving the results and report of the Work Program.
3. Siga shall issue to MMC up to an additional 8,000,000 shares of its common
stock pursuant to the following schedule and results for a total potential
issuance of 11,000,000 shares of common stock:
i. 2,000,000 shares after proving up a total of 1,000,000 oz. of proven
gold reserves;
ii. 2,000,000 shares after proving up a total of 2,000,000 oz. of proven
gold reserves;
iii. 2,000,000 shares after proving up a total of 2,500,000 oz of proven
gold reserves; and
iv. 2,000,000 shares after proving up a total of 3,000,000 oz. of proven
gold reserves.
4. Drilling and other methods to prove up the gold reserves will commence within
180 days of completion of the Work Program, subject to all required government
approvals. Classification of gold reserves as PROVEN will by done according to
the standards required by Canadian National Instrument 43-101 or similar US or
Australian rules for such classification.
4. Siga will stake claims to cover all areas that are not presently staked but
which should, in Siga's sole opinion, comprise part of the overall claim
package.
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5. If Siga does not complete on this transaction, all claims and information
shall be delivered to MMC.
6. The parties acknowledge that a finder's fee is payable on the successful
completion of this transaction.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this letter.
SIGA RESOURCES INC.
By: /s/ Edwin Morrow
------------------------------------
Edwin Morrow, President
AGREED AND ACCEPTED
This ____ day of June, 2011
MONTANA MINING CORPORATION
By:
------------------------------------
Name:
Position:
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SCHEDULE A:
WORK PROGRAM DETAILS
BIG BEAR FIELD PROGRAM PROPOSAL
The initial field work to collect new and updated information on the Big Bear
claims is as follows:
Two week long campaigns separated by a week in between. Week one:
* Collect newest airphotos and base maps possible (1 week to get ordered
and received) On site:
* Walk all claims and map in every working/outcrop oxidized area noted
with GPS techniques.
* Take initial samples and send to lab. EST 100 SAMPLES FROM FIRST
SAMPLING.
Analyze initial information and plot on project maps.
Week 2:
* Revisit all areas of interest from initial mapping and sampling. EST.
300 SAMPLES IN THIS PHASE
* Sample with channels any pits and crops that indicate greater than .01
oz/t gold.
* Select soil/surface geochem test area
* Lay out grid
* TAKE EST. 200 GEOCHEM SAMPLES
Plot all information, Prepare report.
Est costs:
Geology: 1 geo 1 tech 12000.
Meals/Lodging 4500.
Vehicle costs 2500.
Field supplies 1000.
Maps/photos 250.
Assaying
600 samples@40 24000.
Report prep 1500.
Contingincy 6000.
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EST TOTAL $ 51750
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NOTE: NO STAKING COSTS INCLUDED. EXTRA IF PURSUED
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