exhibit 10. 5 execution copy amendment and novation agreement this amendment and novation agreement ( this “ agreement ” ) is entered into as of march 23, 2012 by and among high power exploration inc., a company organized under the laws of the state of delaware ( formerly known as goviex ip holdings inc. and the assignee of a patent license from govi high power exploration inc. ) ( “ hpx delaware ” ), geo27 s. ar. l., a company organized under the laws of luxembourg ( “ geo27 ” ) and hpx techco inc., a company organized under the laws of the british virgin islands ( formerly known as goviex techco inc. ) ( “ hpx techco ” ), ( each, a “ party, ” and collectively, the “ parties ” ). whereas, hpx techco and hpx delaware are parties to a patent license agreement entered into as of july 18, 2008 ( the “ patent license agreement ” ) with respect to certain patent rights and intellectual property rights worldwide, except for the european union ( the “ non - eu worldwide ip rights ” ) ; whereas, hpx techco wishes to enter into a novation with geo27 to assign its rights, duties and obligations under the patent license agreement with respect to the non - eu worldwide ip rights, but excluding the united states rights ( the “ non - eu / us worldwide ip rights ” ) to geo27 and geo27 wishes to accept such rights, duties and obligations ; whereas, hpx delaware wishes to consent to the novation of hpx techco ’ s rights, duties and obligations under the patent license agreement with respect to the non - eu / us worldwide ip rights ” ; whereas, hpx delaware and hpx techco wish to amend ( for the avoidance of doubt, immediately prior to the foregoing novation of the non - eu / us worldwide ip rights to geo27 ) the patent license agreement to delete the united states from the territory in consideration for the termination of any future license fees thereunder. whereas, hpx techco and ibex resources inc. ( formerly known as goviex gold inc. ) ( “ ibex ” ) are parties to a license and lease agreement made effective as of november 18, 2008 and signed the 22nd day of january 2010, pursuant to which hpx techco granted certain licenses and other rights to ibex ( the “ license and lease agreement ” ) ; and whereas