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:
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Nevada Mineral Claim
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Serial Number
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Rio Raga 310
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NMC 699996
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Rio Raga 311
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NMC 699997
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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.
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PHAGE GENOMICS, INC.
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GEOTECH MINING INC.
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by its authorized signatory:
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by its authorized signatory:
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/s/ K. Ian Matheson
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/s/ Charles A. Ager
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Signature of Authorized Signatory
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Signature of Authorized Signatory
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K. Ian Matheson
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Charles A. Ager
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Name of Authorized Signatory
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Name of Authorized Signatory
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President
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President
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Position of Authorized Signatory
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Position of Authorized Signatory
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SEARCHLIGHT MINERALS, INC.
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GEOSEARCH INC.
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by its authorized signatory:
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by its authorized signatory:
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/s/ K. Ian Matheson
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/s/ Carol J. Ager
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Signature of Authorized Signatory
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Signature of Authorized Signatory
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K. Ian Matheson
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Carol Jean Ager
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Name of Authorized Signatory
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Name of Authorized Signatory
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President
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President
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Position of Authorized Signatory
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Position of Authorized Signatory
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SIGNED, SEALED AND DELIVERED
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BY K. IAN MATHESON
in the presence of:
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/s/
Bill Trempe
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Signature of Witness
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/s/ K. Ian Matheson
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Bill
Trempe
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K. IAN MATHESON
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Name of Witness
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651
Thousand Oaks
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Address of Witness
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3
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SIGNED, SEALED AND DELIVERED
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BY MICHAEL D. ANDERSON
in the presence of:
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/s/
Betty R. Trempe
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/s/Michael D. Anderson
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Signature of Witness
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MICHAEL D. ANDERSON
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Betty
R. Trempe
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Name of Witness
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2215 Lucerne Cir.
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Henderson,
NV
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Address of Witness
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SIGNED, SEALED AND DELIVERED
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BY PATRICK I. MATHESON
in the presence of:
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/s/
K.I. Matheson
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/s/Patrick I. Matheson
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Signature of Witness
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PATRICK I. MATHESON
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K.I.
Matheson
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Name of Witness
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2215 Lucerne Cir.
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LV.
NV. 89014
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Address of Witness
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