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Principal Amount: 100,000.00

8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MX MINING, INC., a Wyoming corporation (hereinafter called Company), hereby promises to pay Carl Slyde, Pihtikatu 6a 9 Lahti 15500 Finland, (the Holder) or its registered assigns or successors in interest or order, without demand, the sum of One Hundred Thousand Euro (100,000.00) (Principal Amount), with interest at the annual rate of eight percent (8%) on December 31, 2015 (the Maturity Date), if not sooner paid. This Debenture is one of a series of Debentures in the aggregate principal amount of $1,000,000.00 Debentures shall be issued in denominations of $1,000 or integral multiples thereof. ARTICLE I GENERAL PROVISIONS 1.1. Payment of Interest. Interest shall accrue herein from the date of original issuance, but shall be payable on the Maturity Date. The Debenture shall be payable in full on the Maturity Date, unless previously redeemed in accordance with Article III hereof. Interest due hereunder shall be payable in shares of the Companys Common Stock Application of Principal and Interest. All payments on this Debenture, whether or not due, will be applied first to pay accrued interest and then to redemption in accordance with Article II hereof.


MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

ARTICLE II CONVERSION The holders of this Debenture shall have conversion rights as follows (the "Conversion Rights"): 2.1 Right to Convert. (a) Each Debenture shall be convertible, at the option of its holder, at any time, into a number of shares of common stock of the Company (the "Common Stock") at an initial conversion price (the "Conversion Rate") defined below. The initial Conversion Rate, subject to the adjustments described below, shall be a number of shares of Common Stock equal to the Principal Amount and all accrued interest to date (or, if less than all of this Debenture is converted, such portion thereof) divided by the higher of (i) Ninety Percent (90%) of the average Market Price of the Common Stock for the twenty trading days immediately prior to the Conversion Date (defined below) or (ii) $1.00, increased proportionally for any reverse stock split and decreased proportionally for any forward stock split or stock dividend. For purposes of this Section 2.1(a), Market Price for any date shall be the closing bid price of the Common Stock on such date, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or the closing bid price in the over-the-counter market if other than NASDAQ. 2.2. Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Debenture, and in lieu thereof the number of shares of Common Stock issuable for each Debenture or portion thereof converted shall be rounded to the nearest whole number. 2.3. Method of Conversion. In order to convert the Debenture into shares of Common Stock, the holder of the Debenture shall: (a) complete, execute and deliver to the Corporation the conversion Certificate attached hereto as Exhibit A (the "Notice of Conversion"); and (b) surrender the Debenture being converted (the "Conversion Certificate") to the Corporation. The Notice of Conversion shall be effective and in full force and effect if delivered to the Corporation by email. Provided that a copy of the Notice of Conversion is delivered to the Corporation on such date by email transmission or otherwise, and provided that the original Notice of Conversion and the Conversion Certificate are delivered to the Corporation within three (3) business days thereafter at the Corporation's principal office, the date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date set forth therefore in the Notice of Conversion; and the person or persons entitled to receive the shares of Common stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the Conversion Date. If the original Notice of Conversion and the Converted Certificate are not delivered to the Corporation within three (3) business days following the Conversion Date, the Notice of Conversion shall become null and void as if it were never given and the Corporation shall, within two (2) business days thereafter, return to the holder by overnight courier any Converted Certificate that may have been submitted in connection with any such conversion. In the event that any Converted Certificate submitted represents a number of Debenture that is greater than the number of such shares that is being converted pursuant to the Notice of Conversion delivered in connection therewith, the Corporation shall deliver, together with the certificates for the shares of Common Stock issuable upon such conversion as provided herein, a Debenture representing the remaining principal amount of Debenture not converted. Upon receipt of a Notice of Conversion, the Corporation shall absolutely and unconditionally be

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

obligated to cause a certificate of certificates representing the number of shares of Common Stock to which a converting holder of the Debenture shall be entitled as provided herein, which shares shall constitute fully paid and non assessable shares of Common Stock that are freely transferable on the books and records of the Corporation and its transfer agents, to be issued to, delivered by overnight courier to, and received by such holder by the fifth (5th) calendar day following the Conversion Date. Such delivery shall be made at such Address as such holder may designate therefore in its Notice of Conversion or in its written instructions submitted together therewith. 2.4. Adjustments to Conversion Rate. (a) Reclassification, Exchange and Substitution. If the Common Stock issuable on conversion of the Debentures shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, reverse stock split or forward stock split or stock dividend or otherwise (other than a subdivision or combination of shares provided for above), the holders of the Debentures shall, upon its conversion, be entitled to receive, in lieu of the Common Stock which the holders would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the holders if they had exercised their rights of conversion of the Debentures immediately before that change. (b) Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Corporation's common stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2 or merger of the Corporation into another corporation, or the sale of the Corporation's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger or sale, lawful provision shall be made so that the holders of the Debentures shall thereafter be entitled to receive upon conversion of the Debentures, the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger, to which holders of the Common Stock deliverable upon conversion of the Debentures would have been entitled on such capital reorganization, merger or sale if the Debentures had been converted immediately before that capital reorganization, merger or sale to the end that the provisions of this paragraph (b)(2) (including adjustment of the Conversion Rate then in effect and number of shares purchasable upon conversion of the Debentures) shall be applicable after that event as nearly equivalently as may be practicable. 2.5. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, merger, dissolution, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provision of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Debentures against impairment. 2.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate for any shares of Debentures, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Debentures effected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

The Corporation shall, upon the written request at any time of any holder of Debentures, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder's Debentures. 2.7. Notices of Record Date. In the event of the establishment by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, the Corporation shall mail to each Debenture holder at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution and the amount and character of such dividend or distribution. 2.8 Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the Debentures such number of its shares of Common Stock as shall from time to time be sufficient, based on the Conversion Rate then in effect, to effect the conversion of all then outstanding Debentures. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, then, in addition to all rights, claims and damages to which the holders of the Debentures shall be entitled to receive at law or in equity as a result of such failure by the Corporation to fulfill its obligations to the holders hereunder, the Corporation will take any and all corporate or other action as may, in the opinion of its counsel, be helpful, appropriate or necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 2.9. Notices. Any notices required by the provisions hereof to be given to the holders of shares of Debentures shall be deemed given if deposited in the United States mail, postage prepaid and return receipt requested, and addressed to each holder of record at its address appearing on the books of the Corporation or to such other address of such holder or its representative as such holder may direct.

ARTICLE III REDEMPTION 3.1. Redemption in Whole or Part by Company. The Company shall have the right, but not the obligation, to redeem the Debentures in their entirety, in whole or in part, and if in part by lot, for a price of 100% plus any accrued but unpaid interest (the Redemption Price) to the date of redemption. The Company may exercise such right by delivery to the Holder of a written Notice of Redemption no less than 300 days prior to the date fixed for redemption. 3.2. Redemption in Part. Company shall, to the extent the Net Profit is sufficient after payment of interest on the Debentures, and may, in its discretion out of funds legally available therefore, redeem the Debentures in part. After payment of the partial redemption, interest on this Debenture shall accrue only on the unredeemed portion of this Debenture.

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

3.3. Redemption Payments. Payment of the Redemption Price or partial redemptions shall be made by check payable to the registered holder of this Debenture on the Debenture Register. After payment of the Redemption Price in full to the Holders or the setting aside of such funds in trust for the benefit of the Holders, the Debentures shall no longer be deemed outstanding. After payment of any partial redemption, or setting aside such funds in trust for the benefit of any Holder who is unable to accept payment therefore (for example, if such Holder cannot be located or is prohibited from receiving payments due to governmental restrictions, the applicable Debenture shall be deemed to be redeemed in part to the extent of such payment or setting aside.

ARTICLE IV EVENTS OF DEFAULT The occurrence of any of the following events of default (Event of Default) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below: 4.1 Failure to Pay Principal or Interest. The Company fails to pay any installment of Principal Amount, interest or other sum due under this Debenture when due and such failure continues for a period of thirty (30) days after the due date. 4.2 Breach of Covenant. The Company breaches any material covenant or other term or condition of this Debenture in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Company from the Holder. 4.3 Receiver or Trustee. The Company or any Subsidiary of Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed. 4.4 Judgments. Any money judgment, writ or similar final process shall be entered or filed against Company or any subsidiary of Company or any of their property or other assets for more than $1,000,000, and shall remain unvacated, unbounded, unappeased, unsatisfied, or unstayed for a period of forty-five (45) days. 4.5 Bankruptcy. Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Company or any Subsidiary of Company and if instituted against them are not dismissed within forty-five (45) days of initiation.

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

ARTICLE V MISCELLANEOUS 5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. 5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company to the Company at its address in the Memorandum dated October 15, 2012 or if the Company becomes a reporting company, on the address of its last report filed with the SEC and (ii) if to the Holder, to the name and address set forth on the Debenture Register. 5.3 Amendment Provision. The term Debenture and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. 5.4 Assign ability. This Debenture shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. 5.5 Cost of Collection. If default is made in the payment of this Debenture, Company shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys fees. 5.6 Governing Law. This Debenture shall be governed by and construed in accordance with the laws of the State of Nevada, including, but not limited to, Wyoming statutes of limitations. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of Nevada or in the federal courts located in the State of Nevada, Clarke County. Both parties and the individual signing this Agreement on behalf of the Company agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Debenture is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Debenture. The parties waive trial by jury. 5.7 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. 5.8. Construction. Each party acknowledges that its legal counsel participated in the preparation of this Debenture and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Debenture to favor any party against the other. 5.9 Shareholder Status. The Holder shall not have rights as a shareholder of the Company with respect to its ownership of this Debenture. 5.10 Non-Business Days. Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date. 5.11 Officers or Directors. This Debenture is a direct obligation of the Company and no director or officer shall be personally obligated hereon.

IN WITNESS WHEREOF, Company has caused this Debenture to be signed in its name by an authorized officer as of the ____ day of ____________, 2012.


By: ________________________________ Authorized Officer

By: ________________________________ Holder

MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001

CONVERSION CERTIFICATE MX MINING, INC. 8% CONVERTIBLE DEBENTURES The undersigned holder ( the "Holder") is irrevocable surrendering to MX Mining, Inc. the attached Debenture in connection with the conversion of all or a portion of the attached Debenture into shares of Common Stock, $.001 par value per share, of the Company (the "Common Stock") as set forth below. 1. The Holder understands that the Debenture was issued by the Company pursuant to the exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"), provided by Regulation D promulgated there under. The Holder represents and warrants that all offers and sales of the Common Stock issued to the Holder upon such conversion of the Debenture shall be made (a) pursuant to an effective registration statement under the Securities Act, (in which case the Holder represents that a prospectus has been delivered) (b) in compliance with Rule 144, or pursuant to some other exemption from registration. Principal Amount of Debenture (with accrued interest of $_____) being converted:



4. 5. 6. 7.

Applicable Conversion Price: Number of Shares of Common Stock Issuable: Conversion Date: Delivery Instructions for certificates of Common Stock and for new certificates representing unconverted portion of the Debenture:



MX Mining 690 S. US Hwy 89, Suite 200 Jackson, WY 83001