Exhibit 10.1
TRUST AGREEMENT
THIS AGREEMENT is made effective the 8th day of May, 2006.
BETWEEN:
AfterGlow Explorations, Inc., a company duly incorporated under the laws of the
State of Nevada and having an office at 0000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0. (hereinafter called "AfterGlow")
OF THE FIRST PART
AND:
Xxxxx Pardev Singh Xxxxxx, businessman, having an office at 0000 Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0. (hereinafter called "Trustee")
OF THE SECOND PART
WHEREAS:
1. AfterGlow is desirous of purchasing the rights of certain mineral claims in
the Province of British Columbia but does not wish to incur the cost or
liability incurred through the establishment of a subsidiary foreign
corporation at this early stage of its corporate development;
2. Trustee is willing and legally capable of acting as a trustee for AfterGlow
to hold the mineral claims on behalf of AfterGlow until such time as the
initial three phase exploration program is completed and AfterGlow is properly
able to evaluate the merits of owning the Claim in its own name or that of a
subsidiary; and
3. AfterGlow and the Trustee now wish to enter into a trust agreement whereby
Trustee would hold title in trust for AfterGlow to the claim on the terms and
conditions as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and the mutual promises, covenants and agreements herein contained, the parties
hereto agree as follows:
1. Representation and Warranties
a. AfterGlow represents and warrants to Trustee that:
i. AfterGlow is a body corporate duly incorporated, organized and validly
subsisting under the laws of its incorporating jurisdiction; and
ii. AfterGlow has full power and authority to carry on its business and to
enter into this Agreement and any agreement or instrument referred to or
contemplated herein.
b. Trustee represents and warrants to AfterGlow that the Trustee is legally
capable and has the full power and authority to carry on as a trustee and to
hold the mineral Claim as a trustee on behalf of AfterGlow and to enter this
Agreement any agreement or instrument referred to or contemplated herein.
c. The representation and warranties hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement and each party
will indemnify and save the other party harmless from all loss, damage, costs,
actions and suits arising our of or in connection with any breach or any
representation, warranty, covenant, agreement or condition made by the other
party and contained herein.
2. Termination
a. This Agreement will terminate on:
i. January 1, 2008 unless on or before that date, AfterGlow terminates in
writing this Agreement; and
ii. The date on which AfterGlow incorporates a Canadian subsidiary to hold
AfterGlow's interest in the Claim and transfers such interest to the subsidiary.
3. Covenants of AfterGlow
a. AfterGlow will keep the claim free and clear of all liens, charges and
encumbrances arising from their operations hereunder and in good standing by
the doing and filing of all necessary work and by the doing of all other acts
and things and making all other payments which may be necessary in that regard.
4. Covenants of Trustee
a. Trustee will not do any act or thing which would or might in any way
adversely affect the rights of AfterGlow hereunder.
5. Further Assurances
a. The parties hereto agree that they and each of them will execute all
documents and do all acts and things within their respective powers to carry
out and implement the provisions or intent of this Agreement.
6. Notice
a. Any notice, direction or other instrument required or permitted to be given
under this Agreement will be in writing and will be given by the delivery or
facsimile transmission or the same or by mailing the same by prepaid registered
or certified mail in each case addressed as follows:
i. if to AfterGlow Resources, Inc.
0000 Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx,
XXXXXX, X0X 0X0
ii. if to Xxxxx Pardev Singh Xxxxxx
0000 Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx,
XXXXXX, X0X 0X0
iii. Any notice, direction or other instrument aforesaid will, if delivered by
courier or facsimile transmission, be deemed to have been given and received on
the next business day following the day on which it was delivered or sent by
facsimile, and if mailed, be deemed to have been given and received on the
fifth business day following the day of mailing, except in the event of
disruption of the postal services in which event notice will be deemed to be
received only when actually received.
b. Any party at any time give to the other notice in writing of any change of
address of the party giving such notice and from and after the giving of such
notice, the address or addresses of such party for the purpose of giving
notice hereunder.
7. Headings
a. The headings to the respective sections herein will not be deemed part of
this Agreement but will be regarded as having been used for convenience only.
8. Enurement
a. This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
9. Terms
a. The terms and provisions of this Agreement shall be interpreted in
accordance with the laws of British Columbia.
10. Entire Agreement
a. This agreement constitutes the entire agreement between the parties and
replaces and supersedes all prior agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or written,
express or implied, statutory or otherwise between the parties with respect to
the subject matter herein.
11. Time of Essence
a. Time will be of the essence in this Agreement.
12. Enforcement of Agreement
a. The covenants, promises, terms and conditions contained herein will be
binding upon the parties jointly and severally any may be enforced by each as
against each other interests.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
AfterGlow Exploration, Inc.
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Per: /s/ Xxxxx Franc Xxxxxxx
Xxxxx Franc Xxxxxxx, Secretary
/s/ Xxxxx Pardev Singh Xxxxxx
Xxxxx Pardev Singh Xxxxxx
Witness
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/s/ Xxxxx Xxxxx
Signature of Witness
By: Xxxxx Xxxxx
Printed Name of Witness
This is Schedule "A" to a Trust Agreement made as of the 24th day of March,
2005 between AfterGlow Explorations, Inc. and Xxxxx Pardev Singh Xxxxxx.
Mining Division Claim Number Due Date
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OMINECA CQ1 513879 2007.06.09
OMINECA Copper Queen Group 530690 2007.06.09
