Varca Ventures, Inc. - FORM 8-K - EX-10.15 - MODIFICATION OF PROMISSORY NOTE AND DEED OF TRUST EXECUTED BY WILDCAT MINING CORPORATION AND OLD IDAHO PROPERTIES, LLC, EFFECTIVE AS OF FEBRUARY 24, 2010 - November 2, 2011

Attached files

file filename
8-K - FORM 8-K - Varca Ventures, Inc.vrcv_8k.htm
EX-2.1 - SHARE EXCHANGE AGREEMENT, BY AND BETWEEN VARCA VENTURES, INC., WILDCAT MINING CORPORATION AND THE STOCKHOLDERS OF WILDCAT MINING CORPORATION, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex2-1.htm
EX-3.3 - ARTICLES OF EXCHANGE, FILED WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA ON OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex3-3.htm
EX-2.2 - PLAN OF SHARE EXCHANGE BY AND AMONG VARCA VENTURES, INC. AND WILDCAT MINING CORPORATION, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex2-2.htm
EX-10.4 - CONSULTING SERVICES AGREEMENT BY AND BETWEEN WILDCAT MINING CORPORATION, GREENBERG TRAURIG, LLP AND CLC ASSOCIATED, INC., DATED APRIL 14, 2011 - Varca Ventures, Inc.vrcv_ex10-4.htm
EX-10.2 - EMPLOYMENT AGREEMENT WITH RANDALL OSER, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex10-2.htm
EX-10.3 - EMPLOYMENT AGREEMENT WITH PAUL SERLUCO, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex10-3.htm
EX-10.1 - EMPLOYMENT AGREEMENT WITH ROGER TICHENOR, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex10-1.htm
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS OF WILDCAT MINING CORPORATION FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2011 AND 2010 - Varca Ventures, Inc.vrcv_ex99-1.htm
EX-10.6 - CONSULTING SERVICES AGREEMENT BETWEEN WILDCAT MINING CORPORATION AND EIS SOLUTIONS, INC., DATED NOVEMBER 10, 2010 - Varca Ventures, Inc.vrcv_ex10-6.htm
EX-17.1 - RESIGNATION LETTER FROM NADEEM LILA, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex17-1.htm
EX-21.1 - SUBSIDIARIES OF REGISTRANT - Varca Ventures, Inc.vrcv_ex21-1.htm
EX-16.1 - LETTER DATED OCTOBER 31, 2011 FROM LBB & ASSOCIATES LTD., LLP TO THE SEC - Varca Ventures, Inc.vrcv_ex16-1.htm
EX-10.8 - INDEPENDENT CONTRACTOR SERVICES AGREEMENT BETWEEN WILDCAT MINING CORPORATION AND GEORGE ROBINSON, DATED NOVEMBER 24, 2010 - Varca Ventures, Inc.vrcv_ex10-8.htm
EX-99.2 - CONSOLIDATED FINANCIAL STATEMENTS OF WILDCAT MINING CORPORATION FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2011 AND 2010 - Varca Ventures, Inc.vrcv_ex99-2.htm
EX-10.5 - CONSULTING SERVICES AGREEMENT BY AND BETWEEN WILDCAT MINING CORPORATION, GREENBERG TRAURIG, LLP AND ENVIROGROUP LIMITED, DATED AUGUST 2, 2011 - Varca Ventures, Inc.vrcv_ex10-5.htm
EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - Varca Ventures, Inc.vrcv_ex99-3.htm
EX-10.7 - CONSULTING SERVICES AGREEMENT BY AND BETWEEN WILDCAT MINING CORPORATION, GREENBERG TRAURIG, LLP AND GEOSYNTEC CONSULTANTS, INC., DATED MARCH 23, 2011 - Varca Ventures, Inc.vrcv_ex10-7.htm
EX-10.17 - AMENDMENT AND RATIFICATION OF MINING LEASE BETWEEN WILDCAT MINING CORPORATION AND FAIRVIEW LAND CORP., DATED JUNE 1, 2006 - Varca Ventures, Inc.vrcv_ex10-17.htm
EX-10.13 - PROMISSORY NOTE ASSUMED BY WILDCAT MINING CORPORATION AND PAYABLE TO OLD IDAHO PROPERTIES, LLC, DATED NOVEMBER 27, 2006 - Varca Ventures, Inc.vrcv_ex10-13.htm
EX-10.12 - PERPETUAL NON-PARTICIPATING PRODUCTION ROYALTY DEED GRANTED BY WILDCAT MINING CORPORATION TO AARON & SHARON TAYLOR, DATED FEBRUARY 21, 2011 - Varca Ventures, Inc.vrcv_ex10-12.htm
EX-10.19 - FIRST AMENDMENT TO LOAN AGREEMENT FOR SUBORDINATED SECURED PROMISSORY NOTES OF WILDCAT MINING CORPORATION, DATED MAY 24, 2011 - Varca Ventures, Inc.vrcv_ex10-19.htm
EX-10.23 - STOCKPILE ROYALTY AGREEMENT BY AND AMONG WILDCAT MINING CORPORATION AND THE INVESTORS PARTY THERETO, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex10-23.htm
EX-10.10 - MINING DEED GRANTED BY JAMES M. CLEMENTS TO WILDCAT MINING CORPORATION, DATED FEBRUARY 8, 2011 - Varca Ventures, Inc.vrcv_ex10-10.htm
EX-10.11 - RECREATION EASEMENT GRANTED BY WILDCAT MINING CORPORATION TO AARON & SHARON TAYLOR, DATED FEBRUARY 21, 2011 - Varca Ventures, Inc.vrcv_ex10-11.htm
EX-10.16 - MINING LEASE BETWEEN WILDCAT MINING CORPORATION AND FAIRVIEW LAND CORP., DATED JUNE 1, 2006 - Varca Ventures, Inc.vrcv_ex10-16.htm
EX-10.14 - DEED OF TRUST ASSUMED BY WILDCAT MINING CORPORATION FOR THE BENEFIT OF OLD IDAHO PROPERTIES, LLC, DATED NOVEMBER 27, 2006 - Varca Ventures, Inc.vrcv_ex10-14.htm
EX-10.22 - OFFICE LEASE AGREEMENT WITH JJR RINGLING ENTERPRISES, LLC, DATED OCTOBER 7, 2011 - Varca Ventures, Inc.vrcv_ex10-22.htm
EX-10.18 - LOAN AGREEMENT FOR SUBORDINATED SECURED PROMISSORY NOTES OF WILDCAT MINING CORPORATION, DATED MARCH 21, 2011 - Varca Ventures, Inc.vrcv_ex10-18.htm
EX-10.20 - FORM OF SUBORDINATED SECURED PROMISSORY NOTE OF WILDCAT MINING CORPORATION - Varca Ventures, Inc.vrcv_ex10-20.htm
EX-10.9 - SALE AND PURCHASE AGREEMENT BETWEEN WILDCAT MINING CORPORATION AND JAMES M. CLEMENTS DATED, FEBRUARY 8, 2011 - Varca Ventures, Inc.vrcv_ex10-9.htm
EX-10.21 - DEED OF TRUST EXECUTED BY WILDCAT MINING CORPORATION FOR THE BENEFIT OF THE HOLDERS OF WILDCAT MINING CORPORATION'S SUBORDINATED SECURED PROMISSORY NOTES, DATED MARCH 21, 2011 - Varca Ventures, Inc.vrcv_ex10-21.htm
Exhibit 10.15
 
 
 
MODIFICATION OF PROMISSORY NOTE AND DEED OF TRUST
 
THIS MODIFICATION OF PROMISSORY NOTE AND DEED OF TRUST (this "Modification") is effective as of the date it is recorded in the real estate records of La Plata County, Colorado (the "Effective Date").

WHEREAS, on November 27, 2006 James M. Clements ("Clements") executed a Promissory Note (the "Note") in the principal sum of Four Hundred Twenty Five Thousand Dollars ($425,000.00) to the order of Old Idaho Properties, LLC ("Lender");
 
WHEREAS, the Note is secured by a Deed of Trust dated November 27, 2006, from Clements to the Public Trustee of La Plata County, Colorado, for the use of Lender, recorded November 29, 2006, at Reception Number 947034, of the real estate records of said County (the "Deed of Trust"), encumbering the following described property referred to hereinafter as the "Property":

All of the following described lode mining claims situate, lying and being in the California Mining District, La Plata County, Colorado, to-wit:
 
NAME OF CLAIM (Patented Lode)
PATENT U.S. SURVEY NUMBER
Idaho Millsite
18320
Idaho Millsite No.1
18321
Idaho Millsite No.2
18321
Alpine
18321
Lord Kitchener
17108
Hartford
17108
Gertrude
16616
Good Hope
17124
Sunrise
17124
Cathryn
16616
Midnight
19646
Helen
19515
Midnight No.2
19646
Pay Day
19516 "A"
Pay Day Millsite
19516 "B"
 
WHEREAS, Clements has conveyed the Property to Wildcat Mining Corporation ("Borrower") pursuant to a Mining Deed dated February 8, 2011, recorded February 15, 2011 at Reception Number 1026950 of the real estate records of La Plata County, Colorado; and
 
WHEREAS, Lender and Borrower have agreed to certain modifications of the Note and the Deed of Trust, as more fully set forth below.
 
NOW, THEREFORE, in consideration of the payments to be made by Borrower to Lender as set forth below, the receipt and sufficiency of which are hereby confessed and acknowledged by Lender, and in further consideration of the mutually agreed terms and provisions of this Modification, Lender and Borrower hereby agree as follows:
 
1.           Borrower agrees to pay Lender Ten Thousand Dollars ($10,000) on or before ten days after the Effective Date, and an additional Ten Thousand Dollars ($10,000) on or before 30 days after the Effective Date (collectively, the "Modification Payments").
 
 

 
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2.           Borrower agrees to execute a Secured Convertible Promissory Note (the "Secured Note") to the order of Lender in the principal amount of Twenty Five Thousand Dollars ($25,000), convertible into 25,000 shares of Owner's Series A preferred stock.
 
3.           The principal sum of the Note will remain Four Hundred Twenty Five Thousand Dollars ($425,000.00).
 
4.           The principal sum of the Note, plus accrued and unpaid interest thereon shall balloon and be due and payable on February 22, 2014.
 
5.           Borrower agrees to pay Lender Eight Thousand Two Hundred Eighty-Seven Dollars and Fifty Cents ($8,287.50) before March 21, 2011.  Upon such payment, accrued interest on the Note will have been paid through March 21, 2011.
 
6.           From and after March 22, 2011, interest shall accrue at the rate of 7.60% per annum and be payable monthly in equal payments of Two Thousand Seven Hundred and Sixty-Two Dollars and Fifty Cents ($2,762.50), due on the 22nd of each month beginning April, 2011.
 
7.   All references in the Deed of Trust to the Note and the indebtedness secured thereby are hereby amended to include these modifications and amendments without separate description.
 
8.    Borrower shall pay all recording fees in connection with this Modification.
 
9.            Upon payment of the Modification Payments and issuance of the Secured Note, Lender releases and forever discharges Clements and Borrower, its successors, assigns, subsidiaries, affiliates, officers, directors and shareholders (individually and collectively), of and from any and all claims, demands, damages, rights of actions, both known and unknown, including under paragraph 24 of the Deed of Trust, or costs, expenses or compensation of whatever kind or nature, which Lender now has or had or might, could or would otherwise have had against Clements or Borrower, regarding, arising out of, or in connection with the Note and the Deed of Trust, which pre-date the Effective Date.
 
10.           The Note and the Deed of Trust shall be deemed modified as herein set forth; and, as modified, shall remain in full force and effect.
 
IN WITNESS WHEREOF, Lender and Borrower have each caused its corporate name to be subscribed to this Modification of Promissory Note and Deed of Trust.
 
BORROWER
LENDER
   
WILDCAT MINING CORPORATION
OLD IDAHO PROPERTIES, LLC
   
By: /s/ Roger Tichenor
By: /s/ Aaron J. Taylor
Roger Tichenor
Aaron J. Taylor
President
Manager/Member



 
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STATE OF FLORIDA                                                      )
)  ss.
COUNTY OF SARASOTA                                             )

The foregoing instrument was acknowledged before me this 21 day of February, 2011, by Roger Tichenor, the President of Wildcat Mining Corporation, on behalf of the company; who is personally known to me or who has produced Drivers License as identification.

  /s/ Kimberly E. Lappin
Printed Name:  Kimberly E. Lappin
Notary Public
My Commission Expires:  10/10/14












 
 

 














 
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Varca Ventures, Inc. Reports