23. A copy of the written agreement between plaintiff, PAN AM, and defendant,
GEOTECH, entitled Memorandum of Understanding (MOU) and dated May 7, 2010, is attached
hereto as Exhibit A and made a part hereof.
24. A copy of defendant JWT TRADING CORP's HSBC check # 1020 payable to
Pan American Mineral Ventures, LLC, in sum of $100,000.00 and Cotton & Western Mining,
Inc stock certificate provided to defendants for 50 million shares of common stock are attached
hereto as Exhibit B and made a part hereof.
25. As of September 21, 2010, defendants had contributed only the sum of
$500,000.00, secured by 100,000,000 shares of CWRN common stock, and plaintiffs had
become doubtful about whether defendants possessed the financial viability they claimed.
For that reason, PAN AM and GEOTECH entered into a Farm-In Security Agreement dated
September 21, 2010, wherein it was agreed that if GEOTECH failed to provide sufficient capital
for PAN AM to complete project financing through the first shipment of ore from the Guadalupe
mine, GEOTECH would be entitled to only 150% of its cash investment and a rental value for
specific equipment for the period the specific equipment was used by PAN AM at the mine site.
A copy of the Farm-In Agreement between PAN AM and GEOTECH dated September 21, 2010,
is attached as Exhibit C and made a part hereof.
26. Shortly after defendant GEOTECH and plaintiff Pan Am executed the Farm-In
Agreement, GEOTECH represented that it was financially able to provide financing for the
Guadalupe mine operation, and to provide specific equipment for use of mining operations, and
requested that the parties enter into a Joint Venture Agreement (JVA) as referenced in the MOU,
presenting an agreement drafted by its legal counsel. Plaintiffs, without the assistance of legal
counsel, made certain suggested modifications to the draft JVA provided by defendants, the JVA
was again modified by defendants' legal counsel, and provided to PAN AM for signature
approval.
Venture Agreement for the Baja Pacific Iron Mineral Mining Project (JVA) . A copy of the
signed JVA is attache hereto as Exhibit D and made a part hereof.
