EXHIBIT 10.3



 


ADDENDUM


 


TO


 


AGREEMENT


 


AND


 


PLAN OF MERGER


 


BY AND AMONG


 


INCEPTION MINING INC.,


 


CLAVO RICO, LTD, AND


 


CR ACQUISITION CORPORATION


 




    	 	 	 



    	 



    


 


ADDENDUM TO AGREEMENT AND PLAN OF MERGER


 


This Addendum to Agreement and Plan of Merger
(this “Addendum”) is entered into effective as of the 5th day of August, 2015, by and among Inception Mining
Inc., a Nevada corporation (“Parent”), Clavo Rico, LTD, a Turks and Caicos corporation (“Company”), and
CR Acquisition Corporation, a Nevada corporation (“Merger Subsidiary”).


 


background


 


	A.		On
                                         August 4, 2015, the parties entered into that certain Agreement and Plan of Merger (the
                                         “Agreement”), wherein the respective Boards of Directors of the parties (i)
                                         determined that it is in the best interests of such corporation and their respective
                                         security holders to consummate a merger of Merger Subsidiary with and into Company (the
                                         “Merger”) and (ii) approved and declared advisable the Agreement, the Merger,
                                         and the other transactions contemplated by the Agreement;
	 	 	 
	B.	 	Article
                                         1 of the Agreement states that the closing transactions contemplated thereby (the “Closing”
                                         or “Closing Date”) shall take place on the date as Company and Parent mutually
                                         agree after the satisfaction or waiver of the conditions as described in Article 6 of
                                         the Agreement.
	 	 	 
	C.	 	Since the
                                         execution of the Agreement, the parties have encountered some administrative delays with
                                         the Parent’s transfer agent that will likely result in a delay of the issuance
                                         of shares and thus delay the Closing of the Agreement;
	 	 	 
	D.	 	In a good
                                         faith effort to continue the momentum and spirit of the Agreement, the parties have agreed
                                         that the Parent shall begin the management of the operations of the Company and shall
                                         receive all proceeds from that management as of the date of this Addendum.












 


AGREEMENT


 


Notwithstanding the foregoing,
the Agreement, or the transactions contemplated thereby, the Company agrees that as of the date of this Addendum, Parent shall
be permitted to occupy the Clavo Rico mine to begin operations, and Parent shall be responsible for all expenditures and entitled
to all revenues therefrom. The considerations of this Addendum shall in no way delay the Merger, nor give either party cause for
terminating the Agreement. All articles in the Agreement shall survive this Addendum, and are not amended or otherwise implicated
by this Addendum.


 


[Signatures on Following Page]


 




    	 	 	 



    	 



    


 


IN WITNESS WHEREOF, the parties hereto have
caused this Addendum to be executed by their respective officers on the date first written above.


 


	CLAVO RICO, LTD	 
	 	 
	/s/
    Reed Benson	 
	Reed Benson	 
	President and Chairman	 
	 	 
	INCEPTION MINING INC.	 
	 	 
	/s/
    Michael Ahlin	 
	Michael Ahlin	 
	Chief Executive Officer	 
	 	 
	CR ACQUISITION CORPORATION	 
	 	 
	/s/
    Michael Ahlin	 
	Michael Ahlin	 
	Chief Executive Officer