OPTION TO PURCHASE AGREEMENT
EXHIBIT
10.1
THIS
AGREEMENT made as of the 27th day of March 2010
BETWEEN:
Xxxxxx
Xxxxxxx, an individual, residing at 00000 #0 Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X0X 0X0
(hereinafter
referred to as the "Vendor")
PARTIES
OF THE FIRST PART
AND:
Revival
Resources, Inc., a company duly incorporated under the laws of the State of
Nevada, having an office at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx
00000
(hereinafter
referred to as "RRI")
PARTIES
OF THE SECOND PART
WHEREAS:
A. Vendor
is the sole beneficial owner of 100% of the mineral claims Pretty Girl 4 located
in the Pretty Girl mineral claim group in the Golden Mining Division of the
Ministry of Mines and Petroleum Resources, xxxx xx Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx as described in Schedule "A" attached hereto and forming part hereof
(hereinafter together with any form of successor or substitute mineral tenure
called the ("Claim").
B. The
parties now wish to enter into an agreement granting to RRI the exclusive right
and option to acquire an undivided 100% of the right, title and interest in and
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. INTERPRETATION
1.1 In
this Agreement:
(a) "Effective Date"
means the date that both parties have signed this Agreement;
(b) "Mineral
Products" means the products derived from operating the Claim as a
mine;
(c) "Net
Smelter Returns" means the proceeds received by RRI from any smelter or other
purchaser from the sale of any ores, Concentrates or minerals produced from the
Claim after deducting from such proceeds the following charges only to the
extent that they are not deducted by the smelter or other purchaser in computing
the proceeds:
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(i)
|
the
cost of transportation of the ores, concentrates or minerals from the
Claim to such smelter or other Purchaser, including related
transport;
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(ii)
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smelting
and refining charges including penalties;
and
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(iii)
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marketing
costs.
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(d) "Option"
means the option granted by Vendor to RRI pursuant to Section 3;
(e) "Operating
the Claim as a mine" or "Operation of the Claim as a mine" means any or all of
the mining, milling, smelting, refining or other recovery of ores, minerals,
metals or concentrates or values thereof, derived from the Claim;
(f) "Dollars
($)" means legal currency of Canada.
2. REPRESENTATIONS
AND WARRANTIES
2.1 RRI
represents and warrants to Vendor that:
(a) RRI
is a body corporate duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction;
(b) RRI
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 by this
Agreement;
(c) neither
the execution and delivery of this Agreement nor any of the agreements referred
to herein or contemplated hereby, nor the consummation of the transactions
hereby contemplated will conflict with, result in the breach of or accelerate
the performance required by any agreement to which RRI is a party;
and
(d) the
execution and delivery of this Agreement and the agreements contemplated hereby
will not violate or result in the breach of laws of any jurisdiction applicable
or pertaining thereto or of RRI's contenting documents.
2.2 Vendor
represents and warrants to RRI:
(a) the
Claim consists of the mineral claims Pretty Girl 4 located in the Pretty Girl 4
mineral claim group in the Golden Mining Division of the Ministry of Sustainable
Resource Management, west of Invermere, British Columbia, Canada which has been
duly and validly staked and recorded, as accurately described in Schedule "A",
is presently in good standing under the laws of the jurisdiction in which it is
located and, except as set forth herein, is free and clear of all liens, charges
and encumbrances;
(b) Vendor
is the sole beneficial owner of a 100% interest in and to the Claim and has the
exclusive right to enter into this Agreement and all necessary authority to
dispose of an undivided 100% interest in and to the Claim in accordance with the
terms of this Agreement;
(c) no
person, firm or corporation has any proprietary or possessory interest in the
Claim other than Vendor and no person is entitled to any royalty or other
payment in the nature of rent or royalty on any minerals, ores, metals or
concentrates or any other such products removed from the Claim;
(d) neither
the execution and delivery of this Agreement nor any of the agreements referred
to herein or contemplated hereby, nor the consummation of the transactions
hereby contemplated will conflict with, result in the breach of or accelerate
the performance required by any agreement to which Vendor is a party or by which
he is bound;
(e) the
execution and delivery of this Agreement and the agreements contemplated hereby
will not violate or result in the breach of the laws of any jurisdiction
applicable or pertaining thereto.
2.3 The
representations and warranties hereinbefore set out are conditions on which the
parties have relied in entering into this Agreement and will survive the
acquisition of any interest in the Claim by RRI and each party will indemnify
and save the other party harmless from all loss, damage, costs, actions and
suits arising out of or in connection with any breach or any representation,
warranty, covenant, agreement or condition made by the other party and contained
in this Agreement.
3. OPTION
3.1 Vendor
hereby gives and grants to RRI the sole and exclusive right and option to
acquire an undivided 100% of the right, title and interest of Vendor in and to
the Claim, subject only to Vendor receiving the annual payments in accordance
with the terms of this Agreement for and in consideration of the
following:
(a) RRI,
or its permitted assigns, incurring exploration expenditures on the Claims of a
minimum of $12,500 on or before April 30, 2011; and
(b) RRI,
or its permitted assigns, incurring exploration expenditures on the Claims of a
further $45,000 (for aggregate minimum exploration expenses of $57,500) on or
before April 30, 2012; and
3.2 Upon
exercise of the Option, RRI agrees to pay Vendor, commencing July 1, 2013, the
sum of $35,000 per annum for so long as RRI, or its permitted assigns, holds any
interest in the Claims. Failure to make any such annual payment shall result in
termination of this Agreement in accordance with Section 5.1.
4. RIGHT
OF ENTRY
4.1 Until
such time as the Option has been exercised, RRI, its employees, agents and
independent contractors, will have the sole and exclusive right and option
to:
(a) enter
upon the Claims;
(b) have
exclusive and quiet possession thereof;
(c) do
such prospecting, exploration, development or other mining work thereon and
thereunder as RRI in its sole discretion may consider advisable;
and
(d) bring
and erect upon the Claims such facilities as RRI may consider
advisable.
5. TERMINATION
5.1 Subject
to Section 8, this Agreement and the Option will terminate:
(a) on
April 30, 2011 at 11:59 P.M., unless on or before that date, RRI has incurred
exploration expenditures of a minimum of $12,500 on the Claims;
(b) on
April 30, 2012 at 11:59 P.M., unless RRI has incurred a further $45,000 of
exploration expenditures on the Claims (for an aggregate of $57,500);
or
(c) at
11:59 P.M. on July 1 of each and every year, commencing on July 1, 2013, unless
RRI or its successor or assign has paid to Vendor the sum of $35,000 on or
before that date.
6. COVENANTS
OF VENDOR
6.1 Vendor
will:
(a) not
do any act or thing which would or might in any way adversely affect the rights
of RRI hereunder;
(b) make
available to RRI and its representatives all records and files in the possession
of Vendor relating to the Claims and permit RRI and its representatives at its
own expense to take abstracts therefrom and make copies thereof;
and
(c) promptly
provide RRI with any and all notices and correspondence from government agencies
in respect of the Claims.
7. COVENANTS
OF RRI
7.1 RRI
will:
(a) keep
the Claims 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;
(b) permit
Vendor, or its representatives duly authorized by it in writing, at their own
risk and expense, access to the Claims at all reasonable times and to all
records prepared by RRI in connection with work done on or with respect to the
Claims;
(c) conduct
all work on or with respect to the Claims in a careful and miner-like manner and
in compliance with all applicable Federal, Provincial and local laws, rules,
orders and regulations, and indemnify and save Vendor harmless from any and all
Claims, suits, actions made or brought against it as a result of work done by
RRI on or with respect to the Claims; and
(d) obtain
and maintain, or cause any contractor engaged hereunder to obtain and maintain,
during any period in which active work is carried out hereunder, adequate
insurance.
8. EXERCISE
OF OPTION
8.1 Once
RRI has incurred the exploration expenditures, and made the
payments set out in Section 3.1, RRI will, subject to the right
of Vendor to receive the obligation of RRI to make the annual payments set out
in Section 3.2, own an undivided 100% of Vendor's right, title, and interest in
and to the Claims.
9. OBLIGATIONS
OF RRI AFTER TERMINATION
9.1 In
the event of the termination of the Option, RRI will:
(a) leave
the Claims in good standing for a minimum of one (1) year under all applicable
legislation, free and clear of all liens, charges and encumbrances arising from
this Agreement or their operations hereunder and in a safe and orderly
condition;
(b) deliver
to Vendor within 60 days of its written request a comprehensive report on all
work carried out by RRI on the Claims (limited to factual matter only) together
with copies of all maps, drill logs, assay results and other technical data
compiled by RRI with respect to the Claims;
(c) have
the right, and obligation on demand made by Vendor, to remove from the Claims
within six (6) months of the effective date of termination all facilities
erected, installed or brought upon the Claims by or at the instance of RRI
provided that at the option of Vendor, any or all of facilities not so removed
will become the property of Vendor; and
(d) deliver
to Vendor a duly executed transfer in registrable form of an undivided 100%
right, title and interest in and to the Claims in favor of Vendor, or its
nominee.
10. TRANSFER
OF TITLE
10.1 Upon
the request of RRI, Vendor will deliver to RRI a duly executed transfer in
registrable form of an undivided 100% of Vendor's right, title and interest in
and to the Claims in favor of RRI which RRI will be entitled to register against
title to the Claims provided that transfer of legal title to the Claims as set
forth in this Subsection 10.1 is for administrative convenience only and
beneficial ownership of an undivided 100% interest in the Claims will pass to
RRI only in accordance with the terms and conditions of this
Agreement.
11. REGISTRATION
OF AGREEMENT
11.1 Notwithstanding
Section 10 of this Agreement, RRI or Vendor will have the right at any time to
register this Agreement or a Memorandum thereof against title to the
Claims.
12. DISPOSITION
OF CLAIMS
12.1 RRI
may at any time sell, transfer or otherwise dispose of all or any portion of its
interest in and to the Claims and this Agreement provided that, at any time, RRI
has first obtained the consent in writing of Vendor, such consent not to be
unreasonably withheld and further provided that, at any time during the currency
of this Agreement, any purchaser, grantee or transferee of any such interest
will have first delivered to Vendor its agreement related to this Agreement and
to the Claims, containing:
(a) a
covenant with Vendor by such transferee to perform all the obligations of RRI to
be performed under this Agreement in respect of the interest to be acquired by
it from RRI, and
(b) a
provision subjecting any further sale, transfer or other disposition of such
interest in the Claims and this Agreement or any portion thereof to the
restrictions contained in this Subsection 12.1.
12.2 The
provisions or Subsection 13.1 of this Agreement will not prevent either party
from entering into an amalgamation or corporate reorganization which will have
the effect in law of the amalgamated or surviving company possessing all the
property, rights and interests and being subject to all the debts, liabilities
and obligations of each amalgamating or predecessor company.
13. ABANDONMENT
OF PROPERTY
13.l RRI
shall have the unfettered right at any time after the exercise of the Option to
abandon all or any part of its interest in the Claims by delivering a notice in
writing of their intention to do so to Vendor, such notice to list the part or
parts of the Claims to be abandoned, and if within 30 days of receipt of such
notice Vendor delivers to RRI a notice ("Reacquisition Notice") stating its
intention to reacquire all or part or parts of the Claims, RRI will deliver to
Vendor duly executed recordable transfers of its interest in such part or parts
of the Claims as Vendor has set forth in the Reacquisition Notice, such part or
parts to be in good standing for at least one year beyond the date of delivery
of such transfers and to be free and clear of all liens, charges, and
encumbrances arising from the operations of RRI or its agents or subcontractors
hereunder.
14. CONFIDENTIAL
NATURE OF INFORMATION
14.1 The
parties agree that all information obtained from the work carried out hereunder
and under the operation of this Agreement will be the exclusive property of the
parties and will not be used other than for the activities contemplated
hereunder except as required by law or by the rules and regulations of any
regulatory authority having jurisdiction, or with the written consent of both
parties, such consent not to be unreasonably withheld. Notwithstanding the
foregoing, it is understood and agreed that a party will not be liable to the
other party for the fraudulent or negligent disclosure of information by any of
its employees, servants or agents, provided that such party has taken reasonable
steps to ensure the reservation of the confidential nature of such
information.
15. FURTHER
ASSURANCES
15.1 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.
16. NOTICE
16.1 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 the same
or by mailing the same by prepaid registered or certified mail in each case
addressed as follows:
(a) if
to VENDOR
00000
#0 Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
ATTENTION
: Xxxxxx Xxxxxxx
(b) if
to Revival Resources, Inc.
000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000
16.2 Any
notice, direction or other instrument aforesaid will, if delivered, be deemed to
have been given and received on the day it was delivered, 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.
16.3 Any
party may 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 therein specified will be deemed to be the
address of such party for the purpose of giving notice hereunder.
17. HEADINGS
17.1 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.
18. DEFAULT
18.1 If
any party (a "Defaulting Party") is in default of any requirement herein set
forth other than the provisions of Section 5 for which notice of default need
not be given, the party affected by such default will give written notice to the
defaulting Party specifying the default and the Defaulting Party will not lose
any rights under this Agreement, unless within 30 days after the giving of
notice of default by the affected party the Defaulting Party has cured the
default by the appropriate performance and if the Defaulting Party fails within
such period to cure any such default, the affected party will be entitled to
seek any remedy it may have on account of such default.
19. PAYMENT
19.1 All
references to monies hereunder will be in Canadian funds except where otherwise
designated. All payments to be made to any party hereunder will be mailed or
delivered to such party at its address for notice purposes as provided herein,
or for the account of such party at such bank or banks in Canada as such party
may designate from time to time by written notice. Said bank or banks will be
deemed the agent of the designating party for the purpose of receiving and
collecting such payment.
20. ENUREMENT
20.1 Subject
to Section 13, this Agreement will ensure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted
assigns.
21. TERMS
21.1 The
terms and provisions of this Agreement shall be interpreted
in accordance with the laws of British Columbia.
22. FORCE
MAJEURE
22.1 No
party will be liable for its failure to perform any of its obligations under
this Agreement due to a cause beyond its control (except those caused by its own
lack of funds) including, but not limited to acts of God, fire, flood,
explosion, strikes, lockouts or other industrial disturbances, laws, rules and
regulations or orders of any duly constituted governmental authority or non-
availability of materials or transportation (each an "Intervening
Event").
22.2 All
time limits imposed by this Agreement, other than those imposed by Section 5,
will be extended by a period equivalent to the period of delay resulting from an
Intervening Event described in Subsection 23.1.
22.3 A
party relying on the provisions of Subsection 23.1 will take all reasonable
steps to eliminate an Intervening Event and, if possible, will perform its
obligations under this Agreement as far as practical, but nothing herein will
require such party to settle or adjust any labor dispute or to question or to
test the validity of any law, rule, regulation or order of any duly constituted
governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible.
23. ENTIRE
AGREEMENT
23.1 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.
24. TIME
OF ESSENCE
24.1 Time
will be of the essence in this Agreement.
25. ENFORCEMENT
OF AGREEMENT
25.1 The
covenants, promises, terms and conditions contained herein will be binding upon
the parties jointly and severally and may be enforced by each as against each
other inter se.
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
Xxxxxx
Xxxxxxx
/s/
Xxxxxx Xxxxxxx
___________________________________________________________________
By:
/s/
Xxx XxXxxxxx
___________________________________________________________________
Signature
of Witness
Xxx
XxXxxxxx
___________________________________________________________________
Printed
Name of Witness
/s/
Xxxxxxxx Xxxxx
___________________________________________________________________
Per:
by
its Authorized Signatory: Xxxxxxxx Xxxxx, President
SCHEDULE
A
This is
SCHEDULE "A" to an Agreement made as of the 27th day of April, 2010 between
VENDOR and Revival Resources, Inc.
Tenure
Number: ___________, Claims Pretty Girl 4.
These
claims are located approximately 00 xxxxxxxxxx xxx xxxx xx Xxxxxxxxx, XX Xxxxxx.
The claims occupy a large spur between Law Creek to the north and Xxxxx Creek to
the south. The property lies within NTS mapsheet 82K/8 and 82K/9
at latitude 50(degree) 31'north, longitude 116(degree)
18'west.
