Variation Agreement to Option Agreement between Texas Mineral Resources Corp. and Morzev Pty Ltd. (October 2018)
Texas Mineral Resources Corp. and Morzev Pty Ltd. have agreed to modify their existing Option Agreement, originally dated August 28, 2018. This variation removes certain references to a "Definitive Agreement" and acknowledges that Morzev has exercised its option as outlined in the original agreement. All other terms remain unchanged, and any inconsistencies will be resolved in favor of this variation. The agreement is governed by Delaware law and is effective as of October 9, 2018.
Texas Mineral Resources Corp. 10-K
Exhibit 10.16
VARIATION OF OPTION AGREEMENT
We refer to the Option Agreement between Texas Mineral Resources Corp. (a Delaware corporation) (Texas Mineral Resources) and Morzev Pty Ltd (ACN 604 624 535) (Morzev) (together, the Parties) dated 28 August 2018 and varied on 20 September 2018 (Agreement). Capitalised terms used in this variation agreement have the same meanings as under the Agreement unless the context requires otherwise. The purpose of this variation agreement is to record the Parties’ agreement, in accordance with clause 11.03 of the Agreement, to give effect to the variation set out below.
The Parties hereby agree to further vary the Agreement by deleting the words:
| (a) | “to enter into a Definitive Agreement” in Recital B of the Agreement; |
| (b) | “in the form of that annexed to the Definitive Agreement” in Section 3.03(d) of the Agreement; and |
| (c) | “in the form of that annexed to the Definitive Agreement” in Section 3.03(d) of the Agreement. |
Further, the Parties hereby acknowledge and agree that the Option has been exercised by Morzev in accordance with Article 3 of the Agreement.
Other than as agreed in accordance with the terms of this variation agreement, the terms and conditions of the Agreement remain in full force and effect. Any inconsistency between the Agreement and this variation agreement will be interpreted in such a manner as to give effect to this variation agreement. This variation agreement is governed by the laws in force from time to time in the State of Delaware.
By execution of this variation agreement, the Parties agree to the variation of the Agreement on the terms and conditions set out above. This variation agreement may be executed in any number of counterparts and all counterparts taken together constitute one variation agreement.
DATED: October 9, 2018
| EXECUTED by MORZEV PTY LTD | ) |
| ACN 604 624 535 | ) |
| in accordance with section 127 of the | ) |
| Corporations Act 2001 (Cth): | ) |
| /s/ Mordechai Gutnick | ||
| Signature of sole director/company secretary
| ||
| MORDECHAI GUTNICK | ||
| Signature of sole director/company secretary |
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DATED: October 9, 2018
| EXECUTED BY | ) |
| TEXAS MINERAL RESOURCES CORP | ) |
| in accordance with its constituent | ) |
| documents and place of incorporation: | ) |
| /s/ Daniel E. Gorski | ||
| Signature
| ||
| Daniel E. Gorski, CEO | ||
| Name and title |
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