Option Period Matters. (a) During the Option Period; (i) the Operator shall have the sole and exclusive right to carry out exploration programs on the Property, and each of the Parties shall have the right of reasonable access to the Property; (ii) the Operator shall maintain the Property in good standing by paying all appropriate mining duties, taxes or other applicable fees and filing all exploration reports, including those duties and reports referred to in the mining legislations and regulations of the Province of Saskatchewan (and, for greater certainty, the proceeds of the Expenditures incurred pursuant to Article 3 may be applied towards such payments but in no circumstances shall this subsection be construed so as to require any expenditures to be incurred on the Property by the Optionee in excess of the applicable Expenditures set forth in Article 3 hereof); (iii) the Optionor shall be the Operator of the Property until such time as the Optionee has fully exercised its 60% Option, and thereafter, the Optionee will act as Operator of the Property; (iv) the Optionor will receive an annual management fee equal to 10% of the exploration Expenditures incurred on the Property (the "OPERATOR'S FEE") in each respective year of its operation thereof; (v) all Operator's fees paid, and all payments necessary to keep the Property in good standing, during the Option Period will count towards the minimum Expenditure requirements of the Optionee noted in Article 3 above; (vi) at all times following the Acquisition Date, neither Party may enter into any agreement or understanding with any third party concerning its interest in the Property without the prior written consent of the other Party, which consent may not be unreasonably withheld; (vii) subject to subsection 4.4(c) hereof, the Operator shall, at the direction and under the control of the Optionee, prepare, or cause to be prepared, such programs, budgets and studies as would enable the Optionee to incur the Expenditures as provided in Section 3.3 hereof The Optionor and Optionee shall establish a management committee consisting of the chief executive of each Party, and their respective senior geologist (the "MANAGEMENT COMMITTEE"). The content and timing of the programs, budgets and studies as discussed above must be presented to the Management Committee for approval. In the event of a deadlock of the Management Committee, the Optionee shall cast the deciding vote; (viii) the Operator shall ensure that all work so performed is done in accordance with good mining practice and In compliance with all Applicable Laws and shall indemnify the other Party from and against all Claims in respect of such work, including liens arising from the non-payment of workers or suppliers; (ix) the Operator shall use its best efforts to ensure that all budgeted exploration expenditures incurred on the Property shall constitute "Canadian exploration expenses" as defined in the Income Tax Act (Canada) as amended from time to time, and all rules and regulations made pursuant thereto, and any proposed amendments thereto; (x) the Operator shall report on all such work so performed or being performed on such regular intervals and in such detail as the other Party may request; (xi) both Parties shall have access to the Property, at their sole risk and expense, and to all records pertaining to the Property; (xii) both Parties shall have the right to propose that a portion of the Property be abandoned ("INFERTILE PROPERTY") and, if the Parties should agree, the Infertile Property shall be abandoned. In the event of deadlock, the Optionee shall cast the deciding vote on whether or not to abandon the Infertile Property; (xiii) the Optionor shall use its best efforts to seek and advise the Optionee of all available provincial and federal tax credits for exploration work conducted in connection with the Property, and shall, when directed, apply for same for the benefit of the Optionee in the event that the Optionee funds the Expenditures in connection with such exploration work, further to Article 3 hereof; and (xiv) the Optionee shall have the right to audit the expenditures of the Optionor in respect of the Property, and the Optionor, while acting as the Operator, must provide the Optionee with monthly status reports as to progress of exploration on the Property and the associated expenditures in relation to such exploration on the Property.
Appears in 1 contract
Samples: Option Agreement (Northwestern Mineral Ventures Inc.)
Option Period Matters. (a) During the Option Period;:
(i) the Operator shall, so long as all the terms and conditions of this Agreement are satisfied, be the Optionee and the Optionee shall have the sole and exclusive right to carry out exploration programs on the Property, and each of the Parties shall have the right of reasonable access to the Property;
(ii) the Operator Operator/Optionee shall maintain the Property in good standing by paying all appropriate mining duties, taxes or other applicable fees and filing all exploration reports, including those duties and reports referred to in the mining legislations and regulations of the Province of Saskatchewan Ontario (and, for greater certainty, the proceeds of the Expenditures incurred pursuant to Article 3 may be applied towards such payments but in no circumstances shall this subsection be construed so as to require any expenditures to be incurred on the Property by the Optionee in excess of the applicable Expenditures set forth in Article 3 hereof);
(iii) the Optionor shall be the Operator of the Property until such time as the Optionee has fully exercised its 60% Option, and thereafter, the Optionee will act as Operator of the Property[intentionally deleted];
(iv) the Optionor will receive an annual management fee equal to 10% of the exploration Expenditures incurred on the Property (the "OPERATOR'S FEE") in each respective year of its operation thereof[intentionally deleted];
(v) all Operator's fees paid, and all payments necessary to keep the Property in good standing, during the Option Period will count towards the minimum Expenditure requirements of the Optionee noted in Article 3 above;
(vi) at all times following the Acquisition Date, neither Party may enter into any agreement or understanding with any third party concerning its interest in the Property without the prior written consent of the other Party, which consent may not be unreasonably withheld;
(viivi) subject to subsection 4.4(c) hereofduring the Option Period, the Operator shall, at the direction and under the control request of the OptioneeOptionor, prepare, or cause to be prepared, such programs, budgets and studies as would enable the Optionee Optionor to incur monitor the Expenditures as provided in Section 3.3 hereof exploration and development being carried out by the Operator on the Property. The Optionor and Optionee shall establish a management committee consisting of the chief executive of each Party, and their respective senior geologist (the "MANAGEMENT COMMITTEE"“Management Committee”). The content and timing of the programs, budgets and studies as discussed above must be presented to Operator shall put before the Management Committee for approval. In all budgets and exploration programs it proposes to be acted upon and the event of a deadlock Management Committee shall consider the same; provided, however, that the powers of the Management Committee, Committee shall be those of persuasion only and it cannot override and supersede or alter the Optionee shall cast decisions of the deciding voteOperator with respect to the operation of exploration programs during the Option Period;
(viiivii) the Operator shall ensure that all work so performed is done in accordance with good mining practice practices and In in compliance with all Applicable Laws and shall indemnify the other Party from and against all Claims in respect of such work, including liens arising from the non-non- payment of workers or suppliers;
(ixviii) the Operator shall use its best efforts to ensure that all budgeted exploration expenditures incurred on the Property shall constitute "Canadian exploration expenses" as defined in the Income Tax Act (Canada) as amended from time to time, and all rules and regulations made pursuant thereto, and any proposed amendments thereto[intentionally deleted];
(xix) the Operator shall report on all such work so performed or being performed on such regular intervals and in such detail as the other Party may request;
(xix) both Parties shall have access to the Property, at their sole risk and expense, and to all records pertaining to the Property;
(xiixi) both Parties shall have the right to propose that a portion of the Property be abandoned ("INFERTILE PROPERTY"“Infertile Property”) and, if the Parties should agree, the Infertile Property shall be abandoned. In the event of deadlock, the Optionee shall cast the deciding vote on whether or not to abandon the Infertile Property;
(xiiixii) the Optionor shall use its best efforts to seek and advise the Optionee of all available provincial and federal tax credits for exploration work conducted in connection with the Property, and shall, when directed, apply for same for the benefit of the Optionee in the event that the Optionee funds the Expenditures in connection with such exploration work, further to Article 3 hereof; and
(xivxiii) the Optionee shall have the right to audit the prior expenditures of the Optionor in respect of the Property, and the OptionorOptionee, while acting as the Operator, must provide the Optionee Optionor with monthly semi-annual status reports as to progress of exploration on the Property and the associated expenditures in relation to such exploration on the Property.
Appears in 1 contract
Samples: Option Agreement
Option Period Matters. (a) During the Option Period;:
(i) the Operator shall, so long as all the terms and conditions of this Agreement are satisfied, be the Optionee and the Optionee shall have the sole and exclusive right to carry out exploration programs on the Property, and each of the Parties shall have the right of reasonable access to the Property;
(ii) the Operator Operator/Optionee shall maintain the Property in good standing by paying all appropriate mining duties, taxes or other applicable fees and filing all exploration reports, including those duties and reports referred to in the mining legislations and regulations of the Province of Saskatchewan British Columbia (and, for greater certainty, the proceeds of the Expenditures incurred pursuant to Article 3 may be applied towards such payments but in no circumstances shall this subsection be construed so as to require any expenditures to be incurred on the Property by the Optionee in excess of the applicable Expenditures set forth in Article 3 hereof);
(iii) the Optionor shall be the Operator of the Property until such time as the Optionee has fully exercised its 60% Option, and thereafter, the Optionee will act as Operator of the Property;
(iv) the Optionor will receive an annual management fee equal to 10% of the exploration Expenditures incurred on the Property (the "OPERATOR'S FEE") in each respective year of its operation thereof;
(v) all Operator's fees paid, and all payments necessary to keep the Property in good standing, during the Option Period will count towards the minimum Expenditure requirements of the Optionee noted in Article 3 above;
(vi) at all times following the Acquisition Date, neither Party may enter into any agreement or understanding with any third party concerning its interest in the Property without the prior written consent of the other Party, which consent may not be unreasonably withheld;
(viiiv) subject to subsection 4.4(c) hereofduring the Option Period, the Operator shall, at the direction and under the control request of the OptioneeOptionor, prepare, or cause to be prepared, such programs, budgets and studies as would enable the Optionee Optionor to incur monitor the Expenditures as provided in Section 3.3 hereof exploration and development being carried out by the Operator on the Property. The Optionor and Optionee shall establish a management committee consisting of the chief executive of each Party, and their respective senior geologist (the "MANAGEMENT COMMITTEE"“Management Committee”). The content and timing of the programs, budgets and studies as discussed above must be presented to Operator shall put before the Management Committee for approval. In all budgets and exploration programs it proposes to be acted upon and the event of a deadlock Management Committee shall consider the same; provided, however, that the powers of the Management Committee, Committee shall be those of persuasion only and it cannot override and supersede or alter the Optionee shall cast decisions of the deciding voteOperator with respect to the operation of exploration programs during the Option Period;
(viiiv) the Operator shall ensure that all work so performed is done in accordance with good mining practice practices and In in compliance with all Applicable Laws and shall indemnify the other Party from and against all Claims in respect of such work, including liens arising from the non-non- payment of workers or suppliers;
(ix) the Operator shall use its best efforts to ensure that all budgeted exploration expenditures incurred on the Property shall constitute "Canadian exploration expenses" as defined in the Income Tax Act (Canada) as amended from time to time, and all rules and regulations made pursuant thereto, and any proposed amendments thereto;
(xvi) the Operator shall report on all such work so performed or being performed on such regular intervals and in such detail as the other Party may request;
(xivii) both Parties shall have access to the Property, at their sole risk and expense, and to all records pertaining to the Property;
(xiiviii) both Parties shall have the right to propose that a portion of the Property be abandoned ("INFERTILE PROPERTY"“Infertile Property”) and, if the Parties should agree, the Infertile Property shall be abandoned. In the event of deadlock, the Optionee shall cast the deciding vote on whether or not to abandon the Infertile Property;
(xiiiix) the Optionor shall use its best efforts to seek and advise the Optionee of all available provincial and federal tax credits for exploration work conducted in connection with the Property, and shall, when directed, apply for same for the benefit of the Optionee in the event that the Optionee funds the Expenditures in connection with such exploration work, further to Article 3 hereof; and
(xivx) the Optionee shall have the right to audit the prior expenditures of the Optionor in respect of the Property, and the OptionorOptionee, while acting as the Operator, must provide the Optionee Optionor with monthly semi-annual status reports as to progress of exploration on the Property and the associated expenditures in relation to such exploration on the Property.
Appears in 1 contract
Samples: Option Agreement
Option Period Matters. (a) During the Option Period;:
(i) the Operator shall, so long as all the terms and conditions of this Agreement are satisfied, be the Optionee and the Optionee shall have the sole and exclusive right to carry out exploration programs on the Property, and each of the Parties shall have the right of reasonable access to the Property;
(ii) the Operator Operator/Optionee shall maintain the Property in good standing by paying all appropriate mining duties, taxes or other applicable fees and filing all exploration reports, including those duties and reports referred to in the mining legislations and regulations of the Province of Saskatchewan British Columbia (and, for greater certainty, the proceeds of the Expenditures incurred pursuant to Article 3 may be applied towards such payments but in no circumstances shall this subsection be construed so as to require any expenditures to be incurred on the Property by the Optionee in excess of the applicable Expenditures set forth in Article 3 hereof);
(iii) the Optionor shall be the Operator of the Property until such time as the Optionee has fully exercised its 60% Option, and thereafter, the Optionee will act as Operator of the Property;
(iv) the Optionor will receive an annual management fee equal to 10% of the exploration Expenditures incurred on the Property (the "OPERATOR'S FEE") in each respective year of its operation thereof;
(v) all Operator's fees paid, and all payments necessary to keep the Property in good standing, during the Option Period will count towards the minimum Expenditure requirements of the Optionee noted in Article 3 above;
(vi) at all times following the Acquisition Date, neither Party may enter into any agreement or understanding with any third party concerning its interest in the Property without the prior written consent of the other Party, which consent may not be unreasonably withheld;
(viiiv) subject to subsection 4.4(c) hereofduring the Option Period, the Operator shall, at the direction and under the control request of the OptioneeOptionor, prepare, or cause to be prepared, such programs, budgets and studies as would enable the Optionee Optionor to incur monitor the Expenditures as provided in Section 3.3 hereof exploration and development being carried out by the Operator on the Property. The Optionor and Optionee shall establish a management an exploration committee consisting of the chief executive a senior officer or director of each Party, and their respective senior geologist Party (the "MANAGEMENT COMMITTEE"“Exploration Committee”). The content and timing of the programs, budgets and studies as discussed above must be presented to Operator shall put before the Management Committee for approval. In all budgets and exploration programs it proposes to be acted upon and the event of a deadlock Exploration Committee shall consider the same; provided, however, that the powers of the Management Committee, Exploration Committee shallbe those of persuasion only and it cannot override and supersede or alter the Optionee shall cast decisions of the deciding voteOperator with respect to the operation of exploration programs during the Option Period;
(viiiv) the Operator shall ensure that all work so performed is done in accordance with good mining practice practices and In in compliance with all Applicable Laws and shall indemnify the other Party from and against all Claims in respect of such work, including liens arising from the non-non- payment of workers or suppliers;
(ix) the Operator shall use its best efforts to ensure that all budgeted exploration expenditures incurred on the Property shall constitute "Canadian exploration expenses" as defined in the Income Tax Act (Canada) as amended from time to time, and all rules and regulations made pursuant thereto, and any proposed amendments thereto;
(xvi) the Operator shall report on all such work so performed or being performed on such regular intervals and in such detail as the other Party may request;
(xivii) both Parties shall have access to the Property, at their sole risk and expense, and to all records pertaining to the Property;
(xiiviii) both Parties shall have the right to propose that a portion of the Property be abandoned ("INFERTILE PROPERTY"“Infertile Property”) and, if the Parties should agree, the Infertile Property shall be abandoned. In the event of deadlock, the Optionee shall cast the deciding vote on whether or not to abandon the Infertile Property;
(xiiiix) the Optionor shall use its best efforts to seek and advise the Optionee of all available provincial and federal tax credits for exploration work conducted in connection with the Property, and shall, when directed, apply for same for the benefit of the Optionee in the event that the Optionee funds the Expenditures in connection with such exploration work, further to Article 3 hereof; and
(xivx) the Optionee shall have the right to audit review the prior expenditures of the Optionor in respect of the Property, and the OptionorOptionee, while acting as the Operator, must provide the Optionee Optionor with monthly semi-annual status reports as to progress of exploration on the Property and the associated expenditures in relation to such exploration on the Property.
Appears in 1 contract
Samples: Option Agreement