Filed by Automated Filing Services Inc. (604) 609-0244 - Phage Genomics, Inc. -
Exhibit 10.7
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by
and among Phage Genomics, Inc. (the Optionee), K. Ian Matheson (Matheson),
Searchlight Minerals, Inc., Geotech Mining Inc., Michael D. Anderson, Geosearch
Inc., and Patrick B. Matheson (together, the Optionors) (the "Extension
Agreement").
WHEREAS:
A. The Optionors, the Optionee and Matheson are parties to a Letter
Agreement dated as of February 8, 2005, (the "Letter Agreement"), wherein the
Optionors agreed to assign, subject to the fulfillment of certain conditions,
all of their right title and interest in the following Nevada mineral claims to
the Optionee:
Nevada Mineral Claim Serial Number
Rio Raga 310 NMC 699996
Rio Raga 311 NMC 699997
B. The Optionors and the Optionee mutually desire to extend the corporate
restructuring date set out in Section 7 to the Letter Agreement (the
Restructuring Date) upon the terms and conditions set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
contained herein and for other good and valuable consideration, the parties
agree as follows:
1. Extension of Restructuring Date. Section 7 of the Letter Agreement is
hereby revised to read as follows:
Phage is completing a corporate restructuring and Phage will issue the
securities as set forth in this agreement upon completion of the
restructuring which will be completed on or before June 30, 2005.
2. No Other Modification. The parties confirm that the terms, covenants and
conditions of the Letter Agreement remain unchanged and in full force and
effect, except as modified by this Agreement.
3. Headings. The headings of the various sections of this Extension
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Extension Agreement.
4. Counterparts. This Extension Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
5. Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
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6. Entire Agreement. This Extension Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Extension
Agreement as of the date first written above.
PHAGE GENOMICS, INC. GEOTECH MINING INC.
by its authorized signatory: by its authorized signatory:
/s/ K. Ian Matheson /s/ Charles A. Ager
Signature of Authorized Signatory Signature of Authorized Signatory
K. Ian Matheson Charles A. Ager
Name of Authorized Signatory Name of Authorized Signatory
President President
Position of Authorized Signatory Position of Authorized Signatory
SEARCHLIGHT MINERALS, INC. GEOSEARCH INC.
by its authorized signatory: by its authorized signatory:
/s/ K. Ian Matheson /s/ Carol J. Ager
Signature of Authorized Signatory Signature of Authorized Signatory
K. Ian Matheson Carol Jean Ager
Name of Authorized Signatory Name of Authorized Signatory
President President
Position of Authorized Signatory Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY K. IAN MATHESON in the presence of:
/s/ Bill Trempe
Signature of Witness
/s/ K. Ian Matheson
Bill Trempe K. IAN MATHESON
Name of Witness
651 Thousand Oaks
Address of Witness
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SIGNED, SEALED AND DELIVERED
BY MICHAEL D. ANDERSON in the presence of:
/s/ Betty R. Trempe /s/Michael D. Anderson
Signature of Witness MICHAEL D. ANDERSON
Betty R. Trempe
Name of Witness
2215 Lucerne Cir.
Henderson, NV
Address of Witness
SIGNED, SEALED AND DELIVERED
BY PATRICK I. MATHESON in the presence of:
/s/ K.I. Matheson /s/Patrick I. Matheson
Signature of Witness PATRICK I. MATHESON
K.I. Matheson
Name of Witness
2215 Lucerne Cir.
LV. NV. 89014
Address of Witness