EX-10.3 4 exhibit10-3.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Phage Genomics, Inc. - Exhibit 10.3

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. and Bear Dog Mines Inc., (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 claim to the Optionee:

Nevada Mineral Claim  Serial Number 
Rio Raga 304  NMC 600838 

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.    BEAR DOG MINES INC.
by its authorized signatory:    by its authorized signatory:
     
     
/s/ K. Ian Matheson    /s/ Gordon Ronald Kincade
Signature of Authorized Signatory    Signature of Authorized Signatory
     
     
K. Ian Matheson    Gordon Ronald Kincade
Name of Authorized Signatory    Name of Authorized Signatory
     
     
President    President
Position of Authorized Signatory    Position of Authorized Signatory
 
 
 
SEARCHLIGHT MINERALS, INC. 
by its authorized signatory: 
 
 
/s/ K. Ian Matheson 
Signature of Authorized Signatory 
 
 
K. Ian Matheson 
Name of Authorized Signatory 
 
 
/s/ President 
Position of Authorized Signatory 
 
 
 
SIGNED, SEALED AND DELIVERED 
BY K. IAN MATHESON in the presence of: 
     
     
/s/ Bill Trempe   /s/ K. Ian Matheson
Signature of Witness    K. IAN MATHESON
 
Bill Trempe
Name of Witness 
 
651 Thousand Oaks    
Address of Witness