Northern Minerals & Exploration Ltd. Sample Contracts

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 8th, 2010 • Punchline Entertainment, Inc. • Services-amusement & recreation services

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

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CONSULTING AGREEMENT
Consulting Agreement • August 17th, 2012 • Punchline Entertainment, Inc. • Services-amusement & recreation services • Nevada

The Company desires to retain Ramzan Savji (the “Contractor”), to provide the Company with services customary of a publicly traded company’s Chief Executive Officer and President (the "Services");

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 25th, 2014 • Northern Minerals & Exploration Ltd. • Services-amusement & recreation services • Nevada

STOCK PURCHASE AGREEMENT, dated as of April 24, 2014 (this “Agreement”), by and among Northern Minerals and Exploration Ltd. (the “Company”), Ramzan Savji (the “Seller”) and Ivan Webb (the “Purchaser”). Each of the Company, the Seller and the Purchaser are referred to herein as a “Party” and collectively, as the “Parties”.

AMENDED AND RESTATED OPTION AGREEMENT (Swordfish Property, Winnemucca, Nevada)
Option Agreement • February 7th, 2013 • Punchline Resources Ltd. • Services-amusement & recreation services • British Columbia

AHL HOLDINGS LTD., a corporation duly incorporated pursuant to the laws of Nevada and having an office at 210-5511 West Boulevard, Vancouver, British Columbia V6M 3W6 (the “Optionor USA”)

AMENDED AND RESTATED OPTION AGREEMENT (Swordfish Property, Winnemucca, Nevada)
Option Agreement • November 3rd, 2014 • Northern Minerals & Exploration Ltd. • Gold and silver ores • British Columbia

AHL HOLDINGS LTD., a corporation duly incorporated pursuant to the laws of Nevada and having an office at 14309 Magdalen Avenue, White Rock, British Columbia V4B 2X1 (the “Optionor USA”)

A STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 16th, 2009 • Punchline Entertainment, Inc. • Services-amusement & recreation services

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 4th day of November, 2009 (“Effective Date”), between Nikolai Malitski (“Seller”) and Michael Thiessen (“Buyer”)

AHL Holdings Ltd & Golden Sands Exploration Inc 11595 Bailey Crescent Surrey, BC Canada V3V 2V4
New Option Agreement • April 11th, 2019 • Northern Minerals & Exploration Ltd. • Gold and silver ores

● Northern Minerals and Explorations Ltd (“Northern”) defaulted under the terms of the September 14, 2012 option agreement (amended and restated on July 30, 2014 and last amended on February 11, 2016) (the Option Agreement”) and the letter agreement dated July 23, 2018 (the “2018 Letter Agreement”) on the Swordfish Property, Winnemucca, Nevada with Golden Sands Exploration Inc. (“Golden Sands”) and AHL Holdings Ltd (“AHL”). Copies of the July 30, 2014, February 11, 2016, & July 23, 2018 agreements are attached;

Contract
Private Placement Subscription Agreement • November 3rd, 2014 • Northern Minerals & Exploration Ltd. • Gold and silver ores • Nevada

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

LINE OF CREDIT FINANCING AGREEMENT
Line of Credit Financing Agreement • August 31st, 2012 • Punchline Entertainment, Inc. • Services-amusement & recreation services

Punchline Entertainment Inc., a Nevada corporation, of 736 Bay Street, Suite 1205, Toronto, Ontario, Canada (hereinafter, the "COMPANY")

TERMS OF FARM-OUT AGREEMENT
Farm-Out Agreement • November 19th, 2014 • Northern Minerals & Exploration Ltd. • Gold and silver ores • Texas

This Agreement shall set forth the terms and conditions of the FARM-OUT AGREEMENT entered into on the 14th day of October 2014 by and between the following parties for the consideration stated herein:

TERMS OF FARM-OUT AGREEMENT
Farm-Out Agreement • July 22nd, 2014 • Northern Minerals & Exploration Ltd. • Services-amusement & recreation services • Texas

This Agreement shall set forth the terms and conditions of the FARM-OUT AGREEMENT entered into on the 7th day of July 2014 by and between the following parties for the consideration stated herein:

MULTI-WELL PURCHASE AND SALE AGREEMENT CONTINGENT UPON FUNDING
Multi-Well Purchase and Sale Agreement • April 9th, 2015 • Northern Minerals & Exploration Ltd. • Gold and silver ores • Texas

This Agreement is by and between the Parties, EF VC2, LLC, a Texas limited liability company with mailing address at 4900 Woodway Drive, Suite 600, Houston, Texas, 77056 (“EF VC2”), and Northern Minerals and Exploration Ltd, a Nevada corporation with mailing address at 1301 Avenue M, Cisco, Texas 76437 (“Seller”).

MINERALS LEASE AND AGREEMENT
Minerals Lease and Agreement • September 11th, 2012 • Punchline Resources Ltd. • Services-amusement & recreation services • Nevada

THIS MINERALS LEASE AND AGREEMENT (“Agreement”) is dated and effective this 7th day of September, 2012 (“Effective Date”), by and between MinQuest, Inc., a Nevada S Corporation (“Lessor”) located at 4235 Christy Way, Reno, Nevada 89519, and Punchline Resources Ltd. (“Lessee”), a Nevada Corporation located at 736 Bay Street, Suite 1205, Toronto, Ontario, Canada.

SETTLEMENT AGREEMENT
Settlement Agreement • April 25th, 2014 • Northern Minerals & Exploration Ltd. • Services-amusement & recreation services • Nevada

THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

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