Grant and Exercise of Option. (a) The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire up to an undivided 100% right, title and interest in and to the Property, free and clear of all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind, except for the Royalty. (b) The Option shall be in good standing and exercisable by the Optionee by paying the following amounts on or before the dates specified in the following schedule: (i) paying the Optionor $250,000 within three (3) business days of the date of this Agreement; (ii) within 30 days of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee; (iii) on or before the first anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee; (iv) on or before the second anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee; (v) paying all property payments as they become due. (c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and agreed to by the parties: (i) exploration expenditures on the Property of $800,000 on or before the first anniversary of the execution of this Agreement; (ii) exploration expenditures on the Property of $1,200,000 on or before the second anniversary of the execution of this Agreement; and (iii) exploration expenditures on the Property of $1,600,000 on or before the third anniversary of the execution of this Agreement; In the event that the Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period. (d) The Optionor acknowledges and agrees that the Shares will be issued in accordance with all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is the Optionor's responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.
Appears in 2 contracts
Samples: Property Option Agreement (Big Bear Mining Corp.), Property Option Agreement (Big Bear Mining Corp.)
Grant and Exercise of Option. (a) 3.1 The Optionor hereby grants to the Optionee the sole and exclusive right and option (the "Option") to acquire up to an undivided one hundred percent (100% right, title and %) interest in and to the Property, Property free and clear of all charges, encumbrances, encumbrances and claims, liabilities and adverse interests of any nature or kind, except for the Royalty.
(b) 3.2 The Optionee will be deemed to have exercised the Option shall be in good standing and exercisable by the Optionee by paying upon completion of the following amounts payments to the Optionor and completing Exploration Expenditures on or before the dates specified in the following scheduleProperty:
(i) paying the Optionor Paying $250,000 50,000 within three (3) business 2 days of the date signing of this the Agreement;
(ii) Paying an additional $150,000 within 30 days of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock signing of the OptioneeAgreement;
(iiii) Paying an additional $250,000 on or before the first anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock signing of the OptioneeAgreement;
(ivii) Paying an additional $350,000 on or before the second anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock signing of the OptioneeAgreement;
(iii) Paying an additional $400,000 on or before the third anniversary of the signing of the Agreement;
(iv) Paying an additional $600,000 on or before the fourth anniversary of the signing of the Agreement;
(v) paying all property payments as they become due.
(c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and agreed to by the parties:
(i) exploration expenditures on the Property of Incurring $800,000 500,000 in Exploration Expenditures, on or before the first anniversary of the execution signing of this the Agreement;
(iivi) exploration expenditures on the Property of Incurring $1,200,000 500,000 in Exploration Expenditures, on or before the second anniversary of the execution signing of this the Agreement; and;
(iiivii) exploration expenditures on the Property of Incurring $1,600,000 1,000,000 in Exploration Expenditures, on or before the third anniversary of the execution signing of the Agreement;
(viii) The Optionee shall have the right to accelerate payments and/or exploration expenditures prescribed under this Agreement; In the event that the Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period.and
(dix) The Optionor acknowledges shall be granted the sole and agrees that undivided right to designate the Shares operator for all exploration activities prescribed under this agreement.
3.3 Following exercise of the Option, the Optionee will be issued grant a 1% Net Smelter Royalty to the Optionor upon Commencement of Commercial Production. The Optionee will have the right to purchase from the Optionor the Net Smelter Royalty at any time, at a cost of $1,500,000.
3.4 Upon the fulfilment of the obligations and payments described in accordance with all applicable securities laws Section 3.2, the Optionee will have earned a 100% interest in and will be to the Property, subject to hold periods the aforementioned Net Smelter Royalty, and restrictions on resale in accordance the Optionee will transfer title to the Ptoperty to the Optionee.
3.5 The Optionee shall have the right to assign this Agreement with applicable securities laws and it is the permission of the Optionor's responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares, such permission shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Share Purchase Agreement (Snow Lake Resources Ltd.), Mineral Property Option Agreement (Snow Lake Resources Ltd.)
Grant and Exercise of Option. (a) 3.1 The Optionor hereby grants to the Optionee the sole and exclusive right and option (the “Option”) to acquire up to an undivided 100seventy-five percent (75%) interest in and to the Property free and clear of all charges, encumbrances and claims, except for paying the annual lease payment for the Mining Lease, and the Royalty.
3.2 The Optionee will be deemed to have exercised its option as follows:
(a) acquire an initial fifty-one percent (51%) interest in the Property upon incurring and expressly paying for new Exploration Expenditures of US $300,000 by check, bank wire, or corporate bank draft on or before December 31, 2015, such expenditures to be incurred and paid for by Spartan and by annually sending copies of such cashed checks, bank wires, or corporate bank drafts to Optionor;
(b) acquire an additional twenty-four percent (24%) interest in the Property upon incurring and expressly paying for additional Exploration Expenditures of US $250,000 on or before December 31, 2017 and by also completing and delivering to Optionor an Industry-standard, positive-recommendation Preliminary Feasibility Study) related to gold mining, on or before December 31, 2017, such additional expenditures and Preliminary Feasibility Study costs to be incurred and expressly paid by Spartan Gold Ltd. A minimum of ten exploration drillholes of a minimum 700 feet long each must be drilled on the property as part of acquiring a 75% interest in the property, the results of which must be included and interpreted in the Preliminary Feasibility Study; and
3.3 In order to maintain the Option, the Optionee will also be required to:
(a) Optionee shall pay US $10,000 to the Optionor on or before the execution of this Agreement for payment of the past due unpaid underlying Lease fee to Xxxxxxx X. Xxxxxxx, and $10,000 annually, beginning on or before December 3, 2014 and thereafter as long as Optionee owns an interest in the property or the Option Agreement is terminated;
(b) Optionee shall pay an one-time option payment of US $10,000 to the Optionor on or before October 31, 2014;
(c) Sphere shall allot and issue to the Optionor, as fully paid and non-assessable, the Shares as follows: 750,000 common shares of Sphere Resources Inc. within 60 days of the Optionee acquiring a 51% interest in the Property and 750,000 common shares of Sphere Resources Inc. within 60 days of the Optionee acquiring a 75% interest in the Property.
3.4 It is understood and agreed that Spartan must expressly pay for US $300,000 of Exploration Expenditures on or before December 31, 2015 to earn a fifty-one percent (51 %) interest in the Property, and for payment of the additional US $250,000 of Exploration Expenditures on or before December 31, 2017, and complete and submit to Optionor by December 31, 2017 the positive-recommendation Preliminary Feasibility Study related to gold mining on the property as set forth above to earn a seventy -five percent (75 %) interest in the Property. Title to the seventy-five percent (75%) interest in the Property conveyed hereunder shall vest in Optionee (Spartan).
3.5 Exploration Expenditures shall be deemed to have been incurred by the Optionee when the Optionee has expended funds and expressly paid for goods or services from third parties for which the Optionee has an obligation to make payment. Where Exploration Expenditures are paid for and charged to the Optionee by an affiliate of the Optionee for services rendered by such affiliate, such Exploration Expenditures shall not exceed the fair market value of the services rendered.
3.6 Exploration Expenditures expressly paid for by the Optionee exceeding the amount of Exploration Expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as Exploration Expenditures. If the Exploration Expenditures paid for are less than the amount of the Exploration Expenditures required to be paid in any period, the Optionee may at its option pay the deficiency to the Optionor within thirty (30) days after the end of such period in order to maintain the Option. Any such payment of cash in lieu shall be deemed to be Exploration Expenditures incurred on the Property on or before the relevant date for the purposes of this Part 3.
3.7 If and when the Optionee fulfills the purchase terms an undivided seventy-five percent (75%) right, title and interest in and to the PropertyProperty shall vest in the Optionee, free and clear of all charges, encumbrances, encumbrances and claims, liabilities and adverse interests of any nature or kind, except for the RoyaltyMining Lease.
(b) The 3.8 After the exercise of the Option shall be in good standing and exercisable by the Optionee by paying the following amounts on or before the dates specified in Optionor shall fulfil all the following schedule:
requirements of the Mining Lease, Optionee shall have the right to purchase up to seventy-five percent (i75%) paying of the Optionor $250,000 within three percent (3%) business days Net Smelter Returns Production Royalty reserved and provided to Lessor in Section 6 of the date Mining Lease for one million U.S. dollars (U.S. $1,000,000) per NSR Production Royalty percentage point, and Optionor shall have the right to purchase up to twenty-five percent (25%) of this Agreement;
(ii) within 30 days of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iii) on or before the first anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iv) on or before the second anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(v) paying all property payments as they become dueProduction Royalty.
(c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and agreed to by the parties:
(i) exploration expenditures on the Property of $800,000 on or before the first anniversary of the execution of this Agreement;
(ii) exploration expenditures on the Property of $1,200,000 on or before the second anniversary of the execution of this Agreement; and
(iii) exploration expenditures on the Property of $1,600,000 on or before the third anniversary of the execution of this Agreement; In the event that the Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period.
(d) The Optionor acknowledges and agrees that the Shares will be issued in accordance with all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is the Optionor's responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.
Appears in 1 contract
Samples: Option and Property Acquisition Agreement (Spartan Gold Ltd.)
Grant and Exercise of Option. (a) 3.1 The Optionor hereby grants to the Optionee the sole and exclusive right and option (the“Option”) to acquire up to an undivided 100% right, title and seventy percent (70%) interest in and to the Property, Property free and clear of all charges, encumbrances, encumbrances and claims, liabilities and adverse interests of any nature or kind, except for the Mining Lease and the Royalty.
3.2 The Optionee will be deemed to have exercised its option as follows:
(a) acquire an initial fifty-one percent (51%) interest in the Property upon incurring Exploration Expenditures of US $500,000 on or before the third anniversary date of this Agreement, such expenditures to be incurred and paid by Spartan;
(b) The Option shall be in good standing and exercisable by the Optionee by paying the following amounts on or before the dates specified acquire an additional nineteen percent (19%) interest in the following schedule:
(i) paying the Optionor Property upon incurring additional Exploration Expenditures of US $250,000 within three and by also completing and delivering to Optionor an Industry-standard Mining Feasibility Study (3) business days of the date of this Agreement;
(ii) within 30 days of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iiinot necessarily "bankable") on or before the first fifth anniversary of the execution date of this Agreement, issuing such additional expenditures and Mining Feasibility Study to be incurred and paid by Sphere; and
3.3 In order to maintain the Option, the Optionee and Sphere will also be required to:
(a) Optionee shall pay US $25,000 to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iv) on or before the second anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(v) paying all property payments as they become due.
(c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and agreed to by the parties:
(i) exploration expenditures on the Property of $800,000 on or before the first anniversary of the execution of this Agreement;
(iib) exploration expenditures on Sphere shall allot and issue to the Property Optionor, as fully paid and non-assessable, the Shares as follows:
(i) 200,000 common shares of $1,200,000 on or before the second anniversary Sphere Resources Inc. within 60 days of the execution of this Agreement; and
(iiiii) 300,000 common shares of Sphere Resources Inc. within 60 days of Optionor acquiring a 51% interest in the Property.
3.4 It is understood and agreed by and between Spartan and Sphere that Spartan shall be responsible for and pay US $500,000 of initial Exploration Expenditures and Sphere shall be responsible for and pay the additional US $250,000 Exploration Expenditures and the Mining Feasibility Study as set forth above. Title to the seventy percent (70%) interest in the Property conveyed hereunder shall vest in Optionee (Spartan). Upon exercise of the Option and acquisition of the 70% interest in the Property, Spartan and Sphere shall enter into a joint venture agreement whereby each party is an equal partner with a thirty-five percent (35%) interest in the Property going forward. Such joint venture agreement shall provide for a four person technical committee, with equal representation from each party to the agreement. The technical committee shall meet at least twice per year and will be responsible for setting annual exploration expenditures and development program goals and expenditures. If one party to the joint venture agreement fails to meet part or all of its annual expenditure obligation as determined by the technical committee, the other party shall have the right to pay all or part of the shortfall in order to meet the program goals and thereby earn an additional proportionate share of the joint venture profits.
3.5 Exploration Expenditures shall be deemed to have been incurred by the Optionee when the Optionee has expended funds or has received goods or services from third parties for which the Optionee has an obligation to make payment, whether or not payment has been made. Where Exploration Expenditures are charged to the Optionee by an affiliate of the Optionee for services rendered by such affiliate, such Exploration Expenditures shall not exceed the fair market value of the services rendered.
3.6 Exploration Expenditures incurred by the Optionee exceeding the amount of Exploration Expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as Exploration Expenditures. If the Exploration Expenditures incurred are less than the amount of the Exploration Expenditures required to be incurred in any period, the Optionee may at its option pay the deficiency to the Optionor within sixty (60) days after the end of such period in order to maintain the Option. Any such payment of cash in lieu shall be deemed to be Exploration Expenditures incurred on the Property of $1,600,000 on or before the third anniversary relevant date for the purposes of this Part 3.
3.7 If the execution Optionee reasonably believes that it has incurred Exploration Expenditures required to be incurred by the Optionee in any period in order to maintain the Option, but it is subsequently determined upon examination or audit by either party that such Exploration Expenditures were not incurred within such period, the Optionee shall not lose any of its rights hereunder and the Option shall not terminate, provided that the Optionee pays the Optionor such deficiency in Exploration Expenditures within thirty (30) days following such determination (if determined by the Optionee) or within thirty (30) days following notice to the Optionee of such deficiency (if determined by the Optionor), and the payment of such deficiency in Exploration Expenditures shall be deemed to be Exploration Expenditures incurred by the Optionee for purposes of this Agreement; In .
3.8 If and when the event that Option has been exercised, an undivided seventy percent (70%) right, title and interest in and to the Property shall vest in the Optionee spendsfree and clear of all charges, in any periodencumbrances and claims, more than except for the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding periodMining Lease.
3.9 After the exercise of the Option, Optionee and Sphere shall have the right to purchase up to seventy percent (d70%) The of the three percent (3%) Net Smelter Returns Production Royalty reserved and provided to Lessor in Section 6 of the Mining Lease, and Optionor acknowledges and agrees that shall have the Shares will be issued in accordance with all applicable securities laws and will be subject right to hold periods and restrictions on resale in accordance with applicable securities laws and it is the Optionor's responsibility purchase up to determine what those hold periods and restrictions are before selling or otherwise transferring any Sharesthirty percent (30%) of this Production Royalty.
Appears in 1 contract
Samples: Option and Mining Claim Acquisition Agreement (Spartan Gold Ltd.)
Grant and Exercise of Option. (a) The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire up to an undivided 100% right, title and interest in and to the Property, free and clear of all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind, except for the Royalty.
(b) The Option shall be in good standing and exercisable by the Optionee by paying the following amounts on or before the dates specified in the following schedule:
(i) paying the Optionor $250,000 within three (3) business days 45,000USD upon the execution of this Agreement and issuing to the Optionor 1,000,000 shares in the capital stock of the Optionee as soon as practicable following the effective date of this the Agreement;
(ii) within 30 days of the execution of this Agreement, issuing to paying the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iii) $30,000USD on or before the first anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee;
(iviii) paying the Optionor $40,000USD on or before the second anniversary of the execution of this Agreement, issuing to ;
(iv) paying the Optionor 1,000,000 Shares in $50,000USD on or before the capital stock third anniversary of the Optioneeexecution of this Agreement;
(v) paying the Optionor $75,000USD on or before the fourth anniversary of the execution of this Agreement;
(vi) paying the Optionor $75,000USD on or before each subsequent anniversary of the execution of this Agreement for so long as the option is good standing, with such payments being treated as advance royalty payments to be applied against any Royalty payable; and
(vii) paying all property payments as they become duepayments, including the federal unpatented claims and patented claims.
(c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and agreed to by the parties:
(i) exploration expenditures on the Property of $800,000 250,000USD on or before the first anniversary of the execution of this Agreement;
(ii) exploration expenditures on the Property of $1,200,000 350,000USD on or before the second anniversary of the execution of this Agreement; and;
(iii) exploration expenditures on the Property of $1,600,000 400,000USD on or before the third anniversary of the execution of this Agreement; and
(iv) exploration expenditures on the Property of a minimum of $250,000USD on or before the fourth through the tenth anniversaries of the execution of this Agreement. In the event that the Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period.
(d) The Optionor acknowledges and agrees that the Shares will be issued in accordance with all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is the Optionor's responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.
Appears in 1 contract